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THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED REGISTERED OFFICE : Eloor, Udyogamandal, Kochi, Kerala

THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED

Registered Office: Eloor, Udyogamandal, Kochi.

NOTICE TO SHAREHOLDERS NOTICE is hereby given that the 68th Annual General Meeting of the Company will be held on Friday the 28th day of September, 2012 at 11.00.A.M at Udyogamandal Club at Eloor, Udyogamandal, Kochi to transact the following business: Ordinary Business 1.

To receive, receive, consid consider er and adopt the audited audited Balance Sheet as at 31st March, 2012 and the Profit and Loss statement for the year ended on that date and Reports of the Directors and Auditors thereon.

2.

To elect a Director Director in place of Dr. Dr. V. V. Rajagopalan, Rajagopalan, who retires retires at the Annual Annual General General Meeting and and being eligible, offers himself for re-election.

3.

To elect a Directo Directorr in place place of Shri S.C. Gupta, Gupta, who retires at the Annual Annual General General Meeting Meeting and and being eligible, offers himself for re-election.

By Order of the Board of Directors. Sd/K.V.Balakrishnan K.V .Balakrishnan Nair Company Secretary Eloor, Udyogamandal Eloor, Date : August 23, 2012 Note: 1.

The Register Register of Members Members will be closed closed from 26th 26th September September 2012 2012 to 28th Septembe Septemberr 2012 both both days days inclusive.

2.

A Member Member entitled entitled to attend attend and and vote at at the Meeting Meeting is is entitled entitled to appoint appoint a proxy to attend attend and vote vote instead of himself and the proxy need not be a member. member.

68 th Annual Report 2011-2012 1


THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED

Registered Office: Eloor, Udyogamandal, Kochi.

NOTICE TO SHAREHOLDERS NOTICE is hereby given that the 68th Annual General Meeting of the Company will be held on Friday the 28th day of September, 2012 at 11.00.A.M at Udyogamandal Club at Eloor, Udyogamandal, Kochi to transact the following business: Ordinary Business 1.

To receive, receive, consid consider er and adopt the audited audited Balance Sheet as at 31st March, 2012 and the Profit and Loss statement for the year ended on that date and Reports of the Directors and Auditors thereon.

2.

To elect a Director Director in place of Dr. Dr. V. V. Rajagopalan, Rajagopalan, who retires retires at the Annual Annual General General Meeting and and being eligible, offers himself for re-election.

3.

To elect a Directo Directorr in place place of Shri S.C. Gupta, Gupta, who retires at the Annual Annual General General Meeting Meeting and and being eligible, offers himself for re-election.

By Order of the Board of Directors. Sd/K.V.Balakrishnan K.V .Balakrishnan Nair Company Secretary Eloor, Udyogamandal Eloor, Date : August 23, 2012 Note: 1.

The Register Register of Members Members will be closed closed from 26th 26th September September 2012 2012 to 28th Septembe Septemberr 2012 both both days days inclusive.

2.

A Member Member entitled entitled to attend attend and and vote at at the Meeting Meeting is is entitled entitled to appoint appoint a proxy to attend attend and vote vote instead of himself and the proxy need not be a member. member.



BOARD OF DIRECTORS Shri Sham Lal Goyal Chairman & Managing Director

Shri P.Muthusamy Director (Finance)

Shri V.K.Anil Director (Technical) (w.e.f 28.06.2011)

Shri P.K.Chandrasekharan Director (Marketing) (w.e.f 30.11.2011)

Dr.V.Rajagopalan Part-time official Director (w.e.f 12.08.2011)

Shri S.C.Gupta Part-time Official Director (w.e.f 12.08.2011)

Shri Satish Chandra Part-time official Director (upto 12.08.2011)

Shri V.G. Sankaranarayanan Director (Technical) (upto 30-4-2011)

Ms. Pratibha Karan Non-official Part-time Director (up to 03.10.2011)

Shri T.M.Jeyachandran Non-official Part-time Director (up to 03.10.2011)

Prof.Khan Masood Ahmad Non-official Part-time Director (up to 03.10.2011)

Prof.R.K.Mishra Non-official Part-time Director (up to 03.10.2011)

Dr.B.S.Ghuman Non-official Part-time Director (up to 03.10.2011)

Dr.B.Bodeiah Non-official Part-time Director (up to 04.03.2012)

Shr S.Balan Non-official Part-time Director (up to 04.03.2012) Chief Vigilance Officer Shri J. Vinanyan

Company Secretary Shri. K.V.Balakrishnan Nair Auditors

Statutory Auditors M/s. Babu A Kallivayalil & Co Kochi

Branch Auditors M/s. R.Sadasivan & Co. Chennai

COST AUDITORS M/s. Sukumaran & Co., Cost Accountants,Thiruvananthapuram

M/s. Ramanatham & Rao Hyderabad

BANKERS State Bank of Travancore State Bank of Hyderabad

Bank of Baroda Bank of India


State Bank of India Canara Bank, Dena Bank


DIRECTORS’ REPORT To the Members, Your Directors are happy to present the 68 th Annual Report and Audited Accounts of the Company for the year ended 31st March 2012. Your Directors are pleased to report that your company has achieved highest ever turn over of ` 2937 crore and earned a profit of ` 19.80 crore in the financial year 2011-12.

Highlights y

All time High Sales Turnover

y

All time Record Sales of Gypsum

y

Profit of ` 19.80 crores

y

Increase in networth

y

Reduction in interest and finance charges

y

Improvement in working capital position

y

Increase in sales of Urea and Organic Fertilizers

y

Awards and Recognition from National Safety Council

PERFORMANCE – FINANCIAL, PRODUCTION AND SALES A.

FINANCIAL / ` lakh 2011-12

1

Revenue from operations

2

2010-11

287604.83

246072.63

Other Income

3670.17

3059.91

3

Total Revenue

291275.00

249132.54

4

Total Expenses

289295.19

253244.06

5

Profit Before Tax

1979.81

(-) 4932.67

6

Tax Expenses

Nil

Nil

7

Profit After Tax

1979.81

(-) 4932.67

Due to the accumulated loss, your Directors are not recommending any dividend for the year 2011-2012.

B.

PRODUCTION / In Tonnes 2011-12

2010-11

1

Factamfos 20:20

622256

644454

2

Ammonium Sulphate

163468

200311

3

Caprolactam

37854

44345

C.

SALES / In Tonnes 2011-12

1

Fertilisers

2

Caprolactam


2010-11

834580

932670

40963

44136


The performance of the company during the year 201112 was satisfactory. The company was able to maintain the production and sales at a reasonable level and earn a marginal profit. Financial results of the company for the year 2011-12 shows a Profit of ` 19.80 crore as against the loss of ` 4 9.32 crore during the year 2010-11.

Accordingly, the company has valued the entire saleable quantity of Gypsum as against the 5 years sales quantity. To promote Integrated Plant Nutrient Management, FACT is expanding the sale of organic manure to the States of Kerala and Tamil Nadu. During the year 201112, FACT has sold 5150 MT of organic manure. The company has sold 36772 MT Bagged Gypsum in the year 2011-12 compared to 38051 MT during the year 2010-2011. The company has plans to sell 50,000 MT of bagged Gypsum during the year 2012-2013.

During the financial year 2011-12, the company has faced several constraints in the production and marketing front. The production of finished products has come down during the year under review as compared to the previous year. The main reason for adverse variation in production is constraint in the availability of Phosphoric Acid and the unexpected shutdown of ammonia plant on account of Carbon Di-oxide absorption section failure. The lower production has resulted in lower sales volume.

The performance of the company during the first quarter of the financial year 2012-13 is not encouraging. The shut down of plants during April and May 2012 for Annual Maintenance has affected the production of finished products. Constraints in the availability of Phosphoric Acid continue to affect the production performance of the company for the year 2012-13. However, during the first quarter the production of Factamfos in Cochin Division was higher compared to the corresponding quarter of the previous year.

Low production and sales volume have affected the financial performance of the company. Steep increase in the prices of raw materials and intermediates has also affected the financial performance of the company adversely. Due to aging of plants, the company continues to incur considerable amount towards repairs and maintenance. The adverse impact of the exchange rate variation has also affected the profitability of the company. The adverse effect of exchange rate variation in the financial year 2011-12 is ` 12.38 crore as against a favourable effect of ` 11.32 crore during the year 2010-11.

The company expects some improvement in performance in the coming months and expects to end the financial year 2012-13 with positive working result. The additional compensation for use of Naphtha in the production of Ammonia has been allowed by the Government only upto 31.3.2012. The company expects Government notification on additional compensation for use of Naphtha in the year 2012-13 also.

However, marginal reduction in the interest and fina nce charges, improvement in the working capital position and net-worth are the silver lines in the performance of the company in the financial front.

Your Directors are pleased to inform you that the Joint Venture Company - FACT-RCF Building Products Limited – has started commercial production with effect from 1st June 2012.

As compared to the previous year, the company is able to achieve a reduction of ` 6.63 crore in the interest and finance charges. This is due to the lower utilization of bank limit and the reduction in interest rates. The net-worth of the company has also increased to ` 161.48 crore as against a net-worth of ` 141.69 crore as on 31.3.2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In order to improve the turnover and profitability, the company is concentrating also on marketing of traded products. During the year 2011-12, FACT has handled 56696 MT of imported Urea and 39430 MT of MOP at Cochin Port.

Pursuant to Sec.217(2AA) of the Companies Act, 1956, your Directors hereby state:

A Management Discussion and Analysis Report covering the operational aspects during the year 2011-2012 is enclosed. DIRECTORS’ RESPONSIBILITY STATEMENT

that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

Prior to the financial year 2007-08, in the absence of viable market for Gypsum, the company did not value Gypsum stock in the books of accounts. Based on the qualification of the statutory auditors during 2007-08, the company started valuing Gypsum stock at net realizable value considering the estimated sales quantity of 5 years, out of the total stock available with the company. Based on the qualification of statutory auditors with regard to valuation of Gypsum on the accounts of 2010-11, opinion of Expert Advisory Committee of the Institute of Chartered Accountants of India was obtained as advised by the Principal Director of Commercial Audit and Ex-Officio Member Audit Board.

that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the company for the period from 1 st April 2011 to 31st March 2012. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.



that the annual accounts have been prepared on a going concern basis.

Dr.B.Bodeiah and Shri S.Balan, Non-official Part-time Directors were retired from the Board of FACT with effect from 04.03.2012 on completion of three years.

REPORT ON CORPORATE GOVERNANCE

The Board place on record its appreciation of the valuable services rendered by Shri Satish Chandra, Ms.Pratibha Karan, Shri T.M.Jeyachandran, Shri.Khan Masood Ahmad, Prof. R.K.Mishra, Dr.B.S.Ghuman Dr.B.Bodeiah and Shri S.Balan.

Your Directors are pleased to state that your Company has been practicing the principles of good Corporate Governance. The Board lays emphasis on transparency and accountability for the benefit of all stake-holders of the Company. Report on Corporate Governance in accordance with the listing agreement is annexed to this report.

AUDIT COMMITTEE In line with the Provision of Section 292(A) of the Companies (Amendment) Act 2000 and Clause 49 of the listing agreement with Stock Exchange, an Audit Committee of the Board has been constituted.

STATUTORY AUDITORS, COST AUDITORS M/s. Babu A.Kallivayalil and Co., Chartered Accountants, Kochi, was re-appointed as Statutory Auditors of the Company for the year 2011-12 by the Comptroller and Auditor General of India. M/s. R.Sadasivan and Co, Chartered Accountants, Chennai was appointed as Branch Auditors for Tamilnadu and Kerala area and M/s. Ramanatham and Rao, Chartered Accountants, Hyderabad was re-appointed as Branch Auditors for Karnataka and Andhra Pradesh area of the Company for the year 2011-12 by the Comptroller and Auditor General of India.

PUBLIC DEPOSITS The total amount of Fixed Deposits as on 31 st March 2012 was ` 4073.13 lakh. As on 31-03-2012, 27 depositors have not claimed their deposits amounting to ` 24.76 lakh. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

M/s. Sukumaran & Co., Cost Accountants, Thiruvananthapuram has been appointed as Cost Auditors of the Company for the year 2011-12.

Information regarding the conservation of energy, technology absorption, adaptation & innovation and foreign exchange earnings and-outgo required as per Section 217(1) (e) of the Companies Act, 1956 is set out in a separate statement attached to this report and forms part of it.

Comments of Statutory Auditors The Statutory Auditors in their report has made certain comments on the Accounts of the Company for the year 2011-12. The replies to the comments of Statutory Auditors are annexed to this report.

EMPLOYEES PARTICULARS, REMUNERATION ETC. During the year no employee had received remuneration within the purview of Section 217(2A) of the Companies Act, 1956.

DIRECTORS RETIREMENTS & APPOINTMENTS Government of India, Ministry of Chemicals and Fertilisers, Department of Fertilisers, vide Order No.130/ 8/2003-HR-1 dated 8th August 2011 notified the appointment of Dr.V.Rajagopalan, Additional Secretary & Financial Adviser, Department of Fertilisers and Shri S.C.Gupta, Joint Secretary (F&P), Department of Fertilisers, as Part-time Official Directors on the B oard of FACT.

ACKNOWLEDGEMENT Your Directors gratefully acknowledge the valuable guidance and support extended by the Government of India, Department of Fertilisers and the State Governments of Kerala, Tamilnadu, Karnataka and Andhra Pradesh. The Directors deeply appreciate the committed efforts put in by the employees and look forward to their dedicated services and endeavour in the years ahead to enable the Company to scale greater heights.

Government of India, Ministry of Chemicals and Fertilisers, Department of Fertilisers, vide Order No.86/ 3/2009-HR-1 dated 29th November 2011 notified the appointment of Shri P.K.Chandrasekharan as Director (Marketing) on the Board of FACT.

The Directors also acknowledge the continued support extended by the Shareholders, Depositors, Dealers, Suppliers and Customers of the Company, the Press and Electronic Media.

Pursuant to Government of India, Ministry of Chemicals and Fertilizers, Department of Fertilizers Order No.130/ 8/2003-HR-I dated 8th August 2011, Shri Satish Chandra, Director, ceased to be a Director on the Board of Directors of FACT.

For and on behalf of the Board of Directors. Sd/Sham Lal Goyal Chairman and Managing Director

On completion of the 3 years term, Ms.Pratibha Karan, Shri T.M.Jeyachandran, Shri.Khan Masood Ahmad, Prof. R.K.Mishra and Dr.B.S.Ghuman, Non-official Part-time Directors of the company were retired from the Board of FACT on 03.10.2011.

Udyogamandal Date: August 23, 2012



ANNEXURE TO DIRECTORS’ REPORT Particulars Required under Companies (Disclosure of particulars in the report of Directors) Rules 1988 A.

Conservation of Energy

1.

The Raw materials/utilities consumption of all the products is monitored regularly by evaluating the critical parameters. The raw-material/energy efficiency is reviewed on monthly basis to identify the weak areas and rectify the shortcomings. Efforts are being made for energy conservation utilizing variable frequency drives wherever possible and introducing solar panel lighting in office buildings.

B.

7.

R&D Activities Details of Research & Development (R&D) activities are given in Form B. C.

Technology Absorption, Adaptation and Innovation

Efforts in brief 1.

Modifications are being carried out to switch over the feedstock in the Ammonia Plant from costly Naphtha to cheaper LNG.

2.

Modifications are being implemented to convert the boiler in Udyogamandal Complex to dual fuel firing (LNG/Furnace Oil).

3.

Automation of the loading operations is being planned at Cochin Division, using modified conveyor systems.

4.

Automation of a granulator mixture plant is setting up at Cochin Division.

5.

A 4000 Litre Solar Water heating System was installed in Cafeteria replacing Electric Heater and also steam kettle used for cooking activities.

6.

Decision was taken to install Plate Heat Exchanger (PHE) in SO2/Acid Plant.

7.

3 KW Solar Power System was installed at Corporate Office.

2.

Foreign Exchange Earnings and Outgo-Details of activities relating to export; Initiatives taken to Increase exports; development of new export market. During the financial year 2011-12, 9010 MT of Caprolactam was exported as against 11985 MT during 2010-11. The exports were mainly to China, Thailand and Malaysia. FACT is an associate member of Federation of Indian Export Organisation and holding Two Star Export House Status. Details of foreign exchange earning and outgo are given separately.

FOREIGN EXCHANGE EARNINGS AND OUTGO Current Year ` in Lakh 1) Foreign exchange earned

Benefits derived 1.

Installation of 3 KW roof top Photo Voltac System resulted in savings in energy cost.

Previous Year ` in Lakh

15389.01

13443.85

112923.22

77069.04

194.00

148.24

1.76

62.54

113118.98

77279.82

254.21

156.08

25.59

18.30

279.80

174.38

113398.78

77454.20

2) Foreign Exchange Outgo

The switch over to LNG in the Ammonia Plant is an effort by the company to utilize cheaper and cleaner fuel and feedstock. It also reduces energy consumption in Ammonia plant marginally.

(i) C.I.F.Value of Imports: (a) Raw Materials

The switch over to LNG for the boilers is a step in the direction of saving on fuel cost and also using cleaner fuel which will in turn improve the thermal efficiency of the boilers.

3.

The automation of the loading operation will save on cost of loading, reduction of manual labour and also reduction in demurrage to railways.

4.

The setting up of the granulated mixture plant will help the company produce quality crop specific mixtures. It will save on manual labour and cost.

5.

On the installation of Solar Water heating System the company can save Rs.1.63 lakh per Annum

6.

The installation of Plate Heat Exchangers in SO2 Acid Plant would avoid leaks resulting in contamination of circulating water with Acid. The installation of Plate Heat Exchangers will ensure sustained and trouble free operation of SO2 Acid Plant.

(b) Spares and Other Materials (c) Capital Goods

(ii) Expenditure in Foreign Currency (Cash Basis) (a) Consultancy Service (b) Others

Total (i) + (ii)



FORM A Form for disclosure of particulars with respect to conservation of energy: 2011-2012

(A) POWER AND FUEL CONSUMPTION Udyogamandal Division

Particulars

Cochin Division

2010-11

2011-12

Petrochemical Division

2010-11

2011-12

2011-12

2010-11

(1) ELECTRICITY (a) Purchased Unit: Lakh KWH Amount ` in lakh Rate/Unit: ` /KWH (b) Own Generation (i) Through Steam Turbine/Generator Unit: Lakh KWH Unit per liter of fuel KWH/liter Cost/Unit: ` /KWH at normative levels (ii) Transfer from other Divisions Unit: Lakh KWH Unit per liter of fuel KWH/liter Cost/Unit: ` /KWH at normative level (2) FURNACE OIL/LSHS Quantity: Tonnes Total Cost ` in Lakh Average Rate ` /MT

543.32 2010.90 3.69

508.95 1864.95 3.66

529.81 1937.67 3.66

517.72 1904.74 3.68

317.27 1166.71 3.69

236.58 867.44 3.66

200.12

239.34

-

-

370.87

555.09

3.71 13.09

3.58 9.89

-

-

3.41 11.95

3.33 8.94

-

-

-

-

29.99 3.71 13.09

26.26 3.58 9.89

42461 15506 36518

52135 13389 25682

10075 3540 35137

11450 2823 24654

45635 15821 34669

55191 14352 26004

(B) CONSUMPTION PER UNIT OF PRODUCTION Sl. No

PRODUCT

1

UDYOGAMANDAL DIVISION Ammonia Sulphuric Acid Phosphoric Acid Ammonium Sulphate Factamfos 20:20

2

FURNACE OIL/LSHS

NAPHTHA

Unit

2011-12

2010-11

Unit

2011-12

2010-11

Unit

2011-12

2010-11

KWH KWH KWH KWH KWH

127 77 48 42

129 76 45 44

MT -

0.6893 -

0.6970 -

MT MT

0.1858 0.0232

0.2301* 0.0204

KWH KWH KWH

16 248 66

14 288 66

-

-

-

MT MT

0.0017 0.0202

0.0033 0.0200

KWH

1899

1847

-

-

-

MT

1.2269

1.3249*

COCHIN DIVISION Sulphuric Acid Phosphoric Acid Factamfos 20:20

3

ELECTRICITY

PETROCHEMICAL DIVISION Caprolactam

* Includes fuel oil used for power generation



FORM – B RESEARCH AND DEVELOPMENT (R&D) The Research and Development Centre in FACT function with the aim of carrying out in-depth research in new fertiliser formulations, innovation in the fertiliser production and value addition of byproducts. R & D Centre is carrying out the specialised services such as the monitoring and controlling the quality of the finished products before they are dispatched to the market and periodical collection of product samples from field godowns, distributors, dealers for the evaluation of post dispatch quality as a part of three tiers quality control system being practiced by the Company. R & D Centre is also producing biofertilisers and despatching directly to marketing area of the company in all the four southern states.

(b)

In the process of developing an alternate substitute for conventional carrier in the production of bio-fertilisers using coir pith and phospho-gypsum, investigations are going on to make different ratio of coir pith and phosphogypsum.

(c)

The Water Soluble Fertilisers can be utilised for foilar application, thus helping precision agriculture.

1. Specific Areas on which the Company carries out R&D.

(d)

R&D has produced about 41.48 MT of Bio-fertilisers and despatched 50.24 MT directly to Marketing areas in the year 2011-12.

(e)

The monitoring of the product at manufacturing units and field godowns has resulted in maintaining the quality of the product Factamfos 20:20:0:15.

(a)

which secrete lignocellilosic enzyme that can degrade lignin and allied macromolecules. The completion of the project will tackle the problem of an environmentally hazardous material and convert it into a source for nutrient to soil.

Development of Coir pith based formulation for Agri/Horticulture end use: An MOU has been entered into between FACT and Coir Board in September 2011 for carrying out a Research project on composting of coir pith for end use in Horticulture – Agricultural areas. The cost of the Project is Rs.172.02 lakh, out of which Rs.159.57 lakh will be contributed by Central Coir Research institute, Alleppey.

(b)

3. Future Plan of Action

Development of substitute for conventional carrier in the production of Bio-fertilisers. R&D Centre has taken up the study and investigations are going on for development of substitute for conventional carrier in the production of Bio-fertilisers, using coir pith and phospho gypsum.

(c)

Water soluble NPK Fertilisers

FACT R&D Centre proposes to continue the quality control cell activities covering entire marketing network of FACT.

ii.

Ensuring the productivity of biofertilisers in accordance with the demand from the Marketing Division.

iii.

Time bound action to complete the MOU and other Research Projects.

iv.

Extending value added service to other departments and divisions.

4. Expenditure on R&D

R&D Centre carried out experiments to develop a process for production of 100% water soluble NPK fertiliser grade 20:20:20. (d)

i.

Details of expenditure on R&D are given separately.

Bio-fertilisers

EXPENDITURE ON R&D

R&D continued the production of Bio-fertilisers such as Rhizobium, Azospirillum and Phosphobacter(Bacillus Megatherium) from its 150 TPA plant. (e)

`

Quality Control Cell R&D Centre has conducted monitoring the quality of finished chemical fertilisers in manufacturing units and field godowns, distributors and dealers for evaluating the quality as per the direction of Ministry of Agriculture, Government of India.

in Lakh

As % of total Turnover

Year

Capital

Revenue

2009-2010

0.00

48.39

48.39

0.023

Total

2.

Benefits derived

2010-2011

0.00

73.27

73.27

0.029

(a)

Research and development of coir pith based formulation for end use has resulted in identification of certain micro orga nisms,

2011-2012

0.00

71.60

71.60

0.024



REPLIES TO THE OBSERVATIONS OF STATUTORY AUDITORS ON THE ACCOUNTS FOR THE YEAR 2011-12 AUDIT QUERY

REPLY

a) Valuation of closing stock of by product gypsum of 45 lakhs metric tonne, at the rate of Rs.331 per metric tonne based on average selling price of future five years expected sales, instead of net realizable value based on approved selling price for bulk sales of Rs.200 per metric tonne in variation to Acconting standards 2 issued by the Institute of Chartered Accountants of India resulting in an overvaluation of stock by Rs.5895 lakhs and inflated profit to the same extent.[Refer Note no.17.1]

As per the opinion of the expert committee of the Institute of Chartered Accountants of India on valuation of Gypsum stock, the company has to consider the entire saleable quantity of Gypsum held in the normal course of business and being a by-product of insignificant value, the valuation should be based on net realizable value as provided in Accounting Standard 2. Accordingly, the company has considered the entire saleable quantity of Gypsum at a net realizable value after considering the volume discount on different slabs ranging from Rs. 550/MT to Rs. 225/MT against the expected selling price of Rs. 675/MT approved by the company. The company has not valued 5 years stock as stated in the Auditors' Report. Further, the company has approved the selling price of Rs.675/MT with various discount slabs and there is no single bulk price of Rs.200/MT as stated in the audit report. The company has valued the entire saleable quantity of Gypsum stock at net realizable value only as per Accounting Standard 2 and the expert opinion obtained from the Institute of Chartered Accountants of India. There is, therefore, no over valuation of stock and inflation of profit.

AUDIT QUERY

REPLY

(b) (i) Recognition of interest income of rupees 718 lakhs during the year and non- provision towards doubtful debts on the accumulated interest receivable on mobilization advance to a contractor, considering the significant uncertainty in realization, as at year end of rupees 4,286 lakhs; in variation of the Accounting Standard 9 issued by the Institute of Chartered Accountants of India [Refer Note numbers 23.1 and 20.3].

The amount accounted in the books of the accounts towards interest upto the financial year is Rs 3296 lakhs as against Rs 4286 lakhs as indicated in the audit report. An amount of Rs 990 lakh, outstanding is towards mobilization advance. As a principle, the issue to be considered for evaluating the uncertainty is whether the amount due is reasonably determinable and it would not be unreasonable to expect ultimate collection. The treatment given in the books of accounts is followed on consistent basis. In the absence of uncertainty, an amount of Rs.718 lakh has been recognized as interest income during the year and cumulative amount of Rs 3296 lakhs, interest receivable as on 31st March, 2012, has therefore been retained and not provided for, in line with Accounting Standard - 9. Therefore, provision towards doubtful debts on the accumulated interest receivable on mobilization advance is not required to be effected. Appropriate disclosure has also been made in Note No.23.1 & 20.3.



AUDIT QUERY

REPLY

(ii) the contractor has also lodged a claim of rupees 1,78,101 lakhs towards shortfall charges and damages against the Company upon termination of the contract and dispute is under arbitration. The said claim is shown only as a contingent liability and no provision has been made for the possible liability, if any, upon arbitration award and being so, we are unable to comment on the issue, which can have a significant impact, if the award is not in favour of the Company. [Refer Note number 30(i)g].

The details are explained in our Note No. 30 (i)g. The disclosure has been made in line with the Accounting Standard - 29.

compliance of

AUDIT QUERY

REPLY

(c) Non-disclosure as exceptional item of additional compensation on ammonium sulphate of rupees 6591 lakhs received during the year, as is not similar to the subsidy in the ordinary nature besides it pertains to earlier years, instead of disclosure as income of the year; as required under revised schedule VI to the Companies Act, 1956 and Accounting Standard 5 issued by the Institute of Chartered Accoun tant s of Ind ia.[Refer Not e number 22.3].

As per the request of Department of Fertilisers, the Tariff Commission had conducted a study with regard to the subsidy applicable on Ammonium Sulphate and Department of Fertilisers had consulted the views of FACT on the report of the Tariff Commission. The matter of final notification of the subsidy was under the active consideration of the Government and finally the Government notified the subsidy rates on 25.5.2012. In the absence of clarity on the eligible rates, the company could not account the stated am ount in the earlier years and accounted the same on receipt of the notification. During the financial year 2011-12, the Company has accounted subsidy of Rs 126596.43 lakhs which includes an amount of Rs 6590.85 lakhs on account of subsidy for Ammonium Sulphate pertaining to the years 2008-09 and 2009-10. As per the Accounting Policy followed by the Company, recognition of subsidy is made on the basis of in principle recognition/approval/settleme nt of claims by Government of India as per the policy in force. The subsidy has been consistently recognized as per the policy frame work provided in the approved Accounting Policy, which is in line with Accounting Standard - 9. Para 14 of the Accounting Standard-5 which lists some of the items covered under the head exceptional items within the norm al operations. As settlement of the subsidy is only natural process in the handling of the fertilizer subsidy claims and therefore, are not required to be considered as exceptional items. Accordingly, the said amount due has been considered as part of regular subsidy income in line with Accounting Policy and Accounting Standard - 9. Moreover, appropriate disclosure in the notes (Ref. Note No. 22.3) to the financial statement is also made.

Had the quantifiable qualifications in paragraph 6 (a) to (c) above been effected, the profit before extra ordinary items and tax for the year of rupees 1980 lakhs would have been a loss of rupees 14,792 lakhs and the current assets would have been lower by rupees 10,181 lakhs.

In view of the clarifications given individually for the qualifications raised by the auditor, there would not be any change in the profit before extraordinary items and tax for the year reported by the company and there would be no change in the current assets.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT Fertilizer Industry

reasonable and consistent growth.

Agriculture plays a significant role in the development of socio economic sector in India. Chemical Fertilizer Industry has played an important role in rejuvenating India’s Agriculture S ector which provides livelihood to nearly 60% of the work force and making the country self reliant in food grain production thereby ensuring food security of the nation. Increased usage of fertilizers has resulted in increase in agriculture productivity. Over the years, the consumption of fertilizers in the country has risen steadily, while the indigenous production of fertilizers has not increased likewise to meet the growing req uirement. India is completely lacking in potasic resources and deficient in phosphate resources. Over dependence on import, exchange rate variation of Indian rupee, non-availability of cheap feed stock like NG/LNG are the biggest challenges being faced by Indian Fertilizer Industry.

To effectively manage the assets and resources of the company to ensure a reasonable return on investment.

c.

To focus on cost reduction and technology upgradation in order to become competitive in its line of business.

d.

To constantly innovate and develop new products and services to satisfy customer requirements.

e.

To invest in new business lines, where profit can be made on a sustainable basis over the long term.

f.

To provide services to the farming community by organizing technical training, soil testing and other productivity improvement services in agriculture.

Performance highlights during the Year 2011-2012

The implementation of the nutrient based subsidy with effect from 01.04.2010 has promoted balanced nutrient application and the use of micro nutrients which helps in increasing the productivity and restoring the health of soil.

UDYOGAMANDAL COMPLEX During the year 2011-12 Udyogamandal Division produced 168236 MT of Factamfos 20:20, and 163468 MT of Ammonium Sulphate. During the financial year 2010-2011 production of Factamfos and Ammonium Sulphate were 164594 MT and 200311 MT respectively. During the year, the division achieved a capacity utilization of 113% in production of Factamfos.

Availability of feedstock like NG / LNG at a uniform price ensuring a level playinf field for all manufacturers of fertilizers in India will help the growth and development of this vital industry. The growth of the Fertilizer industry maintaining a synergy between production and adoption of best practices which focuses on conservation of environment, energy and clean development is a must for achieving food security and overall development of the country.

Nutrient wise the production during 2011-12 was 67322 MT of N and 33647 MT of P205 as against 74183 MT of N and 32919 MT of P2O5 during the previous year. The production of Caprolactam for the year 2011-12 was 37854 MT as against 44345 MT during the year 2010-11.

Industry Structure and Development The Fertilisers And Chemicals Travancore Limited (FACT) was incorporated in 1943. In 1947 FACT started production of Ammonium Sulphate with an installed capacity of 10,000 MT per annum at Udyogamandal, near Cochin. In the year 1960, FACT became a Kerala State PSU and towards the end of 1962, Government of India became the major shareholder.

Cochin Division: During the financial year 2011-12 Cochin Division produced 449159 MT of Factamfos 20:20 as against 479045 MT during the year 2010-11. The production of Nutrient nitrogen and Nutrient P2O5 was 89832 MT each as against 95809 MT during the last year.

From a modest beginning, FACT has grown and diversified into a multi-division/multi-function Organisation with basic interest in manufacture and marketing of Fertilisers and Petrochemicals, Engineering Consultancy and Design and in Fabrication and Erection of Industrial Equipments.

During the year 2011-12, the division produced 258900 MT of Sulphuric acid and 53435 MT of phosphoric acid as compared to 245380 MT of Sulphuric acid and 36050 MT of phosphoric acid in the year 2010-11. Marketing Division: During the financial year 2011-12 the Fertiliser sales was 8.40 Lakh MT as against 9.33 lakh MT during the previous year. Sale of Facatmfos during the year was 582471 MT as compared to 642657 MT during the year 2010-11. The sale of Ammonium Sulphate during the year was 175524 MT as compared to 220080 MT during the previous year. The Division could achieve an increase in sale of Urea and Organic fertilizers as compared to last year. The

FACT’s mission is to be a significant player in Fertilisers, Petrochemicals and other business such as Engineering and Technology services. FACT’s objectives are : a.

b.

To produce and market Fertilisers & Caprolactam and other products efficiently and economically, besides achieving a



Marketing Division is concentrating on import of Fertilisers to improve the turn over and profitability. Import of fertilizers during the year 2011-12 was 0.96 lakh MT as compared to 0.50 lakh MT in the previous year.

c)

Fluctuations in the price of Caprolactam

d)

Exchange rate variations

e)

Over dependence on import of raw materials

The Division has sold 54 MT of Bio-fertilisers during the year 201112 compared to 79 MT during the previous year.

Segment-wise or Product-wise Performance Details of Segment-wise performance is furnished separately in the Annual Report.

The Division continued its Village adoption programmes, dealer training programs, Field demonstrations, seminars for ensuring farmer education etc. during the year 2011-12. Extensive field demonstrations for promoting FACT MIXin paddy was conducted at 10 ‘Padasekhara Samities’ covering an area of 150 acres in 3 major paddy belts in Kerala viz. Kuttanad, Thrissur and Palakkad. Field trials for evaluating FACT MIX on important crops of Tamil Nadu is under progress at various Research Stations of Tamil Nadu Agricultural University.

Risk and Concern

FEDO: During the year 2011-12, FEDO has achieved a turnover of ` 1100 lakh as against ` 1419 lakh during the year 2010-11 and incurred a loss of ` 144 lakh.

a)

Non-availability of sufficient working capital and severe liquidity crunch

b)

Lack of product range.

c)

Decreasing Market share of FEDO & FEW due to stiff competition.

d)

High cost of working capital.

e)

Cost of LNG at Kochi/South India

During the year 2010-11 FEDO has provided PMC services for setting up of two Sulphuric acid sto rage tanks for FACT at Willingdon Island. FEDO has also prepared DPR for a new 1500 TPD Urea project at Udyogamandal and revamp of existing 900 TPD ammonia plant at FACT Udyogamandal for feedstock flexibility.

The Company has adequate internal control system commensurate with its size and nature of business. FACT has evolved a system of internal control to ensure that assets are safeguarded and transactions are authorized, recorded and correctly reported. The internal control system is subjected to periodical review by the Audit Committee of the Board.

The work for the second phase of the prestigious IOCL BOOT project is nearing completion and expected to be over by end of 2013.

HUMAN RESOURCES DEVELOPMENT Industrial Relations

FEW : The turnover of FEW for the year 2011-12 was ` 868 lakh as against ` 559 lakh during the year 2010-11. During the year FEW has bagged orders worth ` 1289 lakh. FEW expect to sustain the turn over during 2012-13 and also generate profit.

The Industrial Relations situation was generally peaceful during the year 2011-12. There was no work stoppage affecting the normal operations of the Company due to HR related issues.

Opportunities & Threats

Recruitment

Opportunities

Considering the attrition of technical hands and professionals, during the year 2011-12, the company has recruited technically/ professionally qualified candidates as Management Trainees. 40 Process Technicians and two Fireman were also recruited during the year under report. In view of the specific directions issued by the Government of India to fill up back log vacancies reserved for SC / ST in recruitment, a special recruitment drive was launched to fill such vacancies. Consequent to this, 4 ST candidates were recruited during the year. Further to specific directions issued by the Chief Commissioner for persons with Disabilities to fill up short fall in reservation for Persons with Disabilities in direct recruitment, through a special recruitment drive, one PH candidate was recruited during the year.

a)

Premium product in the complex fertilizer segment containing Sulphur

b)

Existing Marketing network in Southern India

c)

Substantial infrastructure facilities

d)

Operational efficiency and high capacity utilisation of plants.

e)

Scope for expansion and diversification

f)

Utilisation of land for generating additional revenue

Threats a)

Non-availability of sufficient quantity of Phosphoric Acid and other inputs.

Career growth

b)

Volatility in the prices of raw materials and feedstock like Naphtha, Furnace Oil, etc.

Existing vacancies in various cadres were filled to the extent possible by promotion as well as regularizing employees already in the stagnation grades for maintaining higher levels of production and



also for maintaining the morale of the employees. Development of SC/ST

Total Number of Employees Occupying Quarters

SC

ST

736

156

32

Employment of Reserved Categories as on 31.03.2012 is given below: TOTAL

SC

ST

OBC

PWD

EX-

TOTAL

5. Reservation of Dealership

SER

No.of employees

3156

%of total employees

423

100

983

73

33 1612

13.4

3.2 31.2

2.3

1.0 51.1

FACT is having more than 7000 dealers for distribution of fertilizers. In allotment of dealership, due consideration is given to SCs and STs. Details of dealerships allotted to SC/ST is given below:

Steps taken for t he Welfare of SCs/STs

Category of Dealership

As on 31.3.2012

1. Employment / Fresh recruitment

SC

517

The Company has taken all measures for maintaining reservation of SCs / STs in employment in accordance with the Presidential dir ectives. In view of the specific directions issued by the Government of India to fill the backlog vacancies in recruitments reserved for SC / ST, a special recruitment drive was launched for filling 56 such vacancies (31 SC and 25 ST). Out of this 30 SC and 19 ST candidates have already been appointed. For filling the remaining one SC vacancy and six ST vacancies, action is in progress.

ST

98

Corporate Social Responsibility During the year 2011-12, the company continued to give priority o n various Social Responsibility measures. Following are some of the Corporate Social Responsibility measures undertaken by the company during the financial year 2011-12. Village Adoption Programme

2. Training

Under the Village Adoption Programme, 10 progressive farmers having at least one acre of land, in a village is identified. The soils of the plots are analyzed for major, secondary and micro nutrients. Based on the soil test results, soil and crop specific nutrients as per the respective State Agricultural University recommendations in the form of a proprietary fertilizer mixture developed by FACT are given to the farmers. In addition, micronutrients specified by the University were supplied free of cost. FACT has conducted 8 such Village Adoption Programmes in Kerala, Tamil Nadu, Andhra Pradesh and Karnataka.

In service training to company employees is arranged through the Training Department. Maximum representation is ensured for SC/ST employees to attend in house training programme. 97 SC employees and 18 ST employees had undergone training during the year 201112. For engagement of Apprentices under the Apprentices Act, representation as per rules is provided. The representation for SC/ST in Apprentices as on 31.03.2012 is as follows: Total No.of Apprentices

SC

ST

181

28

4

Farmer Training Programme The farmer training programme is intended to impart training to limited group of 20-25 farmers on balanced use of fertilisers based on soil test results. The objectives of this programme are to create awareness on soil sampling methodology and use of balanced fertiliser based on soil test results. FACT has conducted 10 Farmer Education Seminar, in all the four Southern States.

3. SC/ST Grievance Cell An SC/ST Grievance Cell is functioning at Corporate Level comprising the Chairman, who is also the Chief Liaison Officer for matters pertaining to reservation of SC/ST and their grievances in the company, Liaison Officers of the various divisions and two Officers each belonging to SC and ST. The grievances received are examined in detail by the Cell and appropriately redressed. The employee concerned is informed of the decision / action taken on the grievances by the Grievance Cell.

Field Demonstration The Field Demonstration Programme aims to demonstrate the effectiveness of correct fertiliser application at farmer level. For this, one acre of plot of the farmer is divided into 2 equal 50 cents plots control plot and treatment plot. In control plot, farmer’s practice is followed. In treatment plot, Agricultural University recommended FACTMIX is given based on soil test results. The yield difference between treatment plot and control plot are compared. FACT has conducted 13 Field demonstrations during the year 2011-12.

4. Allotment of Residential Quarters Due consideration is given for allotment of Residential Quarters to SC/ST employees.



carried out thereby increasing its holding capacity. As per agreement between FACT and Kerala Enviro Infrastructures Ltd (KEIL), the accumulated stock of hazardous wastes viz., Arsenic waste and spent V2o5 catalysts were sent to KEIL for final disposal.

Agri-FACT Extension Centres During the year 2011-12, five Agri-FACT Extension Centres were set up and they acted as nodal centers f or transformation of technology to the farming community.

Awards and Recognitions

Soil Testing

During the year 2011-12, your Company has been honoured with many awards and laurels.

During the year 2011-12, 10,003 soil samples were analysed at free of cost and results with crop specific fertil izer recommendation were communicated to the farmers.

Udyogaqmandal Division has been awarded the First Prize for outstanding performance in Group 1(a) major chemical industries worked more than 1.5 million manhours for the year 2011 from the National Safety Council of India, Kerala Chapter. This is the second year in succession Udyogamandal division has been bagging this coveted award.

Drinking Water supply to residents of Eloor Municipality FACT is supplying drinking water for more than 3000 households of Eloor Municipality. Official Language

Cochin Division received the runner up award for outstanding performance in Industrial Safety by achieving the lower frequency rate of accidents in the group of very large size chemical industries constituted by National Safety Council, Kerala Chapter.

FACT continued to give top priority for the implementation of the provisions of the Official Language Act and Rules and the related instructions given by the Ministry of Home Affairs, Government of India. Official Language Implementation Committee meetings are held regularly and the progress is reviewed in the use of Rajabhasha. Company is providing incentives for encouraging employees who are doing excellent work in Hindi. During the year 2011-12, FACT has conducted a one day Official Language Conference for official language staff of Central Government Offices and PSUs in Cochin and Research Students of Cochin University. The company is regularly conducting Hindi workshops, spoken Hindi classes, Rajabhasha Orientation Programme, Rajabhasha Seminar etc. The company has also conducted various Hindi competitions for spouse and children of FACT employees, students of neighboring schools, students of the schools in Ernakulam Revenue District and for the employees of other Public Sector Undertakings.

FACT has successfully implemented a new ERP system SAP within a short period and won Award for Customer Excellence from among the Public Sector Organisations. FACT has won First Place among the 38 PSUs coming under the auspices of Cochin Town Official Language Implementation Committee for the year 2011 for the progressive use and successful implementation of Hindi in FACT. FACT Official Language Magazine “RASHTRAVANI” has been awarded second prize among the magazine of Cochin TOLIC. Short Term Strategies / Projects In order to improve the operational efficiency and profitability, FACT intends to implement the following Short-term Projects.

Pollution Control Activities

1) Feed Stock conversion of Ammonia Plant to LNG

All Fertiliser Plants in Udyogamandal complex is certified for ISO 14001 which always gives top priority to ensure clean air and better living environment to the inhabitants around the factory. The Effluent Treatment Plants and emission control facilities are kept in operation along with the parent plant throughout the year and treated liquid effluents and gas emissions discharged from plants confirmed to the standards prescribed by the Kerala Pollution control Board.

LNG is expected to be available at Kochi by the end of 2012. Modifications in the Ammonia Plant are being done for using cheaper LNG as feed stock and fuel for Ammonia manufacture as soon as it is available. The Project will bring an energy saving in the Ammonia Plant to the tune of 0.3 Gcal / MT Ammonia. The total cost of the project is estimated as ` 31.57 Crore. The pay back period of this project on account of energy savings alone is just six months.

FACT has three computerised ambient air quality monitoring stations to monitor the quality of the air around the factory and to ensure a clean environment in the locality.

2) Conversion of fuel for the boilers to LNG It is also proposed to carry out modification in the 5 boilers at Udyogamandal Complex to use LNG as fuel in place of Furnace Oil. The total cost of the venture is expected to ` 1 2 crore to be implemented in 2 phases.

During the year saplings were planted at company premises as a measure of Green Belt Environment. The Cochin Division has also maintained all effluent parameters within limits as specified by the statutory authorities. One of the NPK equalisation tanks was cleared of accumulated sludge and civil repairs

3) Wagon Loading and Stacking System Movement by rail wagons forms a major mode of transportation of



Factamfos to the various destinations in all four southern States of India. It was decided to implement a scheme for “Enhancement of Wagon Loading” at Cochin Division. The Scheme envisages modification with conveyor system for stacking of sufficient quantities of bagged Factamfos along side the length of the platform to augment the loading rate along with the online bagging/loading operations. The project cost is estimated at ` 13.77 Crore.

2)

FACT is considering to set up an additional NP Plant of 1000 TPD capacity at Cochin Division along with revamp of Willingdon Island Facilities for handling increased volumes of Raw-materials utilizing modern equipments to increase the discharge rates from shipments. The estimated project cost is ` 283 Crore (including Port improvement schemes) distributed over 3 years. Expression of Interest has been invited for Joint Venture participation in this project.

4) Ammonia Transportation by own Barge In order to produce 2000 TPD of Factamfos at Cochin Division, 500 TPD of ammonia is required. As there is no ammonia production at Cochin Division, 600 MT to 700 MT of ammonia will have to be transported daily to meet this requirement as well as to ensure sufficient buffer stock. At present, a maximum of 450 MT of ammonia is being transported by road. To ensure sustained production of Factamfos at Cochin Division, it was decided to construct own barge to transport ammonia from Udyogamandal to Cochin Division. FACT’s fabrication division, FEW, has the infrastructure to enter into the marine vessel field. This is expected to have a vast potential especially looking at the thrust given by water transport from all sides including the Kerala Government. By manufacturing a barge to meet the inhouse requirement, FEW envisages to achieve a landmark shift in its capacity thereby becoming competitive in a field of barge making and other related areas.

3)

Sulphuric Acid Plant FACT is proposed to set up a Sulphuric Acid plant o f 2000 TPD capacity at its Cochin Division to cater to the requirements of Sulphuric Acid for the production of Phosphoric Acid. The estimated cost for the project is ` 320 crore. Expression of Interest has been invited for Joint Venture participation in this project.

4)

Ammonia-Urea Complex FACT proposes to set up an Ammonia-Urea complex having a capacity of 2800-3500 TPD Ammonia and Urea. The estimated project cost is ` 4600 crore.

In order to mobilize the resources for these long term projects, an expression of interest was invited from public and private sector companies for equity participation. Responses have been received from PSUs and other private sector entities. It is proposed to carry out further discussion with the parties who have evinced interest to participate in JV projects with FACT and finalise the mode of partnership in line with an agreeable business model.

5) Container Freight Station In order to capitalize the business opportunities due to the opening up of the NH connecting the ICTT at Vallarpadam, it was decided to set up a Container Freight Station as a Joint Venture on revenue sharing model, with Central Warehousing Corporation. The Business Model and Joint Venture agreement and other terms and conditions have already been approved and final clearance from Government of Kerala for leasing out of the land for JV purpose is awaited.

Outlook for the future FACT had submitted a Financial Restructuring proposal to the Department of Fertilizers, Government of India, requesting assistance to tide over the interest burden and for sustainable growth of the company in the long run.

6) Sulphur un-loading facilities at Udyogamandal Complex FACT has decided to replace the present system of Sulphur un-loader facility at Udyogamandal with a new barge un-loader system with an estimated cost of ` 6 crore. The un-loader proposed is ideally suited from the environmental control point of view as there will be less spillage and dust compared to the present system. Moreover the rate of un-loading will be much higher than the present arrangement.

Department of Fertilizers has requested the company to submit a detailed financial restructuring proposal made by a Consultant for submission to the BRPSE. Accordingly the company has appointed M/s.Deloitte Touche Tohmatsu India Pvt.Ltd. for preparing a detailed financial restructuring proposal to be submitted to the BRPSE. M/s.Deloitte has submitted a financial restructuring proposal which is under the consideration of the company. The proposal submitted by M/s.Deloitte will be forwarded to the Ministry shortly.

Long Term Strategies/Projects 1)

A New 1000 TPD NP Plant

New Urea Plant at Udyogamandal FACT has a proposal for setting up a new Urea plant of 1500 MT per day capacity at Udyogamandal utilising the CO2 being vented from the Ammonia Plant at a Project Cost of ` 940 Crore. A DPR has been prepared by FACT Engineering and Design Organisation (FEDO). Expression of Interest has been invited for Joint Venture participation in this project.

On implementation of the financial restructuring package and new projects for expansion and modernization, FACT is expected to sustain profitability in the coming years.



REPORT ON CORPORATE GOVERNANCE I

Philosophy on Code of Governance A self disciplinary code to achieve the highest standards of Corporate Governance to safeguard the interest of shareholders and other stake-holders. All matters of policy are placed before the Board. The Board accords prime importance to transparency and the long term interest of the Company.

II Board of Directors Sl.No

Name

Period

Nature of Directorship

1

Shri Sham Lal Goyal

01.04.2011/31.03.2012

Chairman and Managing Director

2

Shri P.Muthusamy

01.04.2011/31.03.2012

Director (Finance)

3

Shri V.K.Anil

28.06.2011/31.03.2012

Director (Technical)

4

Shri P.K.Chandrasekharan

30.11.2011/31.03.2012

Director (Marketing)

5

Dr.V.Rajagopalan

12.08.2011/31.03.2012

Part-time Official Director

6

Shri S.C.Gupta

12.08.2011/31.03.2012


7

Shri V.G.Sankaranarayanan

01.04.2011/30.04.2011

Director (Technical)

8

Shri Satish Chandra

01.04.2011/12.08.2011


9

Ms.Pratibha Karan

01-04-2011/03.10.2011

Non-Official Part-time Director

10

Shri T.M.Jeyachandran

01-04-2011/03.10.2011


11

Shri Khan Masood Ahmad

01-04-2011/03.10.2011


12

Prof. R.K.Mishra

01-04-2011/03.10.2011


13

Dr. B.S.Ghuman

01-04-2011/03.10.2011


14

Dr. B.Bodeiah

01-04-2011/04.03.2012


15

Shri S.Balan

01-04-2011/04.03.2012


Board Meetings Sl.No.

Date of the Board Meeting

Venue

Filled strength

1

18.04.2011

Udyogamandal

11

8

2

29.06.2011

New Delhi

11

10

3

12.08.2011

New Delhi

12

8

4

12.09.2011

Udyogamandal

12

8

5

09.11.2011

New Delhi

7

7

6

05.01.2012

New Delhi

8

7

7

14.02.2012

New Delhi

8

8

8

03.03.2012

New Delhi

8

8

9

09.03.2012

New Delhi

6

6


Directors present


Attendance in Board Meetings Sl.No

Name of Director

Period

No.of Meeting held

No.of Meeting Attended

No.of Directorship in other Boards

1

Shri Sham Lal Goyal

01.04.2011/31.03.2012

9

9

6

2

Shri P.Muthusamy

01.04.2011/31.03.2012

9

9

1

3

Shri V.K.Anil

28.06.2011/31.03.2012

8

8

1

4

Shri P.K.Chandrasekharan

30.11.2011/31.03.2012

4

4

-

5

Dr. V.Rajagopalan

12.08.2011/31.03.2012

7

6

5

6

Shri S.C.Gupta

12.08.2011/31.03.2012

7

6

-

7

Shri V.G.Sankaranarayanan

01.04.2011/30.04.2011

1

1

1

8

Shri Satish Chandra

06.05.2010/12.08.2011

2

2

4

9

Ms.Pratibha Karan

01-04-2011/03.10.2011

4

1

1

10

Shri T.M.Jeyachandran

01-04-2011/03.10.2011

4

4

-

11

Shri Khan Masood Ahmad

01-04-2011/03.10.2011

4

3

-

12

Prof. R.K.Mishra

01-04-2011/03.10.2011

4

3

2

13

Dr. B.S.Ghuman

01-04-2011/03.10.2011

4

2

-

14

Dr. B.Bodeiah

01-04-2011/04.03.2012

8

8

-

15

Shri S.Balan

01-04-2011/04.03.2012

8

4

-

III.

Particulars of new Directors and Directors retiring by rotation and being re-appointed

Sl.No.

Name

1 2

IV.

Age

Date of Directorship

Remarks

Dr. V. Rajagopalan

58

12.08.2011

Elected in 67th AGM

Shri S.C. Gupta

50

12.08.2011

Elected in 67th AGM

Particulars of Directors under III above are as follows:

Dr. V. Rajagopalan Dr.V.Rajagopalan belongs to 1978 batch of Indian Administrative Service. He held number of key positions in various Government departments and has rich and varied experience in administrative and industrial field. At present he is the Special Secretary and Financial Adviser in the Department of Fertilisers, Ministry of Chemicals and Fertilisers, Government of India. Shri S.C.Gupta Shri S.C.Gupta belongs to 1986 batch of Indian Administrative Service. He held number of key positions in various Government departments and has rich and varied experience in administrative and industrial field. At present he is the Joint Secretary in the Department of Fertilizers, Ministry of Chemicals and Fertilizers, Government of India.



V

Audit Committee Sl.No

Name

Nature of Directorship

1

Dr.V.Rajagopalan

GOI Nominee Director

2

Shri V.K.Anil

Functional Director

3

Shri S.C.Gupta


4

Shri Satish Chandra *


5

Shri.T.M.Jeyachandran **

Non-Official part-time Director

6

Prof.R.K.Mishra **

Non-Official part-time Director

7

Dr.B.S.Ghuman **


8

Dr. B. Bodeiah***


9

Shri S Balan***


* upto 12.08.2011

** upto 03.10.2011

*** from 17.10.2011 to 04.03.2012

Director (Finance), Chief Vigilance Officer and Head of internal Audit Department are permanent invitees to the meetings of the Audit Committee of the Board Terms of reference of the Audit Committee are as per the Provisions of Section 292(A) of the Companies Act 1956 and Clause 49 of the Listing Agreement.

VI

Date of Audit Committee Meeting

Number ofMembers

Number of Members Attended

29.06.2011

4

4

12.08.2011

4

2

09.11.2011

3

3

09.02.2012

3

3

Remuneration Committee FACT is a Government Company in terms of Section 617 of the Companies Act 1956. The remuneration of Chairman and Managing Director and other whole-time functional Directors are fixed by the Government of India. The Company is not paying any remuneration to Part-time Official Directors (nominees of the Government of India). FACT is paying only sitting fee to Non-official Part-time Directors for attending meeting of the Board/Sub-Committee of the Board. Remuneration of the below Board level executives are fixed on the basis of Government guidelines in this regard with the approval of the Board of Directors and Government of India. The remuneration/wages of employees/workers is finalized on the basis of agreement with unions and with the approval of Board/Government of India. Details of remuneration paid to Functional Directors is separately shown in the Annual Report.



VII

Shareholders/Investors Grievance Committee The Board of Directors of the Company has constituted a Shareholders/Investors Grievance Committee consisting of the following Directors to look into the complaints/grievances of Shareholders. 1. Shri S.C.Gupta, Director 2. Shri V.K.Anil, Director (Technical) 3. Shri P.K.Chandrasekharan, Director (Marketing) A Share Transfer Committee consisting of Chairman and Managing Director and Director (Finance) is constituted to approve the Share Transfer request and to provide excellent service to members/ shareholders in the matter of Transfer/Transmission of shares. The Committee meets once in 15 days provided there is any share transfer request to approve. As on 31-3-2012 there is no valid share transfer request pending for approval. The complaints of Investors/Shareholders are promptly attended to either by the share transfer agents or the Company directly and no genuine complaints of Shareholders remain unattended. During the year the Company attended to 26 complaints of Shareholders/Investors. Shri K.V.Balakrishnan, Company Secretary is the Compliance Officer and the activities of the Share transfer/Depository Agent are under the supervision of the Compliance Officer.

VIII Standing Purchase Committee The Board of Directors of the Company has constituted a Standing Purchase Committee for import / procurement of Fertilisers, Raw-materials and intermediates. The members of the committee are: 1. Shri ShamLal Goyal, C & MD 2. Shri P.Muthusamy, Director (Finance) 3. Shri V.K.Anil, Director (Technical) 4. Shri P.K. Chandrasekharan, Director (Marketing)

IX

General Body Meetings

Year

Date

Time

Venue

DetailsofSpecialResolution

2008-2009 AGM

25.09.2009

11.00 AM

Udyogamandal

Allotment of 29.23 Crore equity shares @Rs.10/- per share to Government of India

2009-2010 AGM

29.09.2010

11.00 A.M

Udyogamandal

Nil

2010-2011 AGM

29.09.2011

11.00 A.M

Udyogamandal

Nil

No resolution was put through postal ballot in the last Annual General Meeting. The Company has evolved suitable procedures to pass Resolution through postal ballot in accordance with the Provisions of Companies Act and Rules/Regulations in this regard. Sri. Sham lal Goyal, Chairman and Managing Director, Shri T.M.Jeyachandran, Director and Chairman of Audit Committee, Shri.P.Muthusamy, Director (Finance), Shri.V.K.Anil, Director (Technical) and Dr.R.K.Mishra, Director, attended the 67th Annual General Meeting.



X.

Disclosure During the year 2011-2012, the Company has not entered into any transactions of material nature with Directors and/or relatives that may have a potential conflict with the interests of the Company at large. The Company has complied with requirements of listing agreement and guidelines of the Stock Exchanges/SEBI/Other Statutory authorities. The Company was not imposed with any penalties/strictures by Stock Exchanges or SEBI or any Statutory authority on matters related to Capital Markets, during the last three years. The shares of the Company are very scarcely traded and hence a broad based comparison with the NSE/Sensex, etc. is not found feasible.

XI

Means of communications The quarterly Un-audited Financial Results of the Company are announced within Forty five days of the end of the respective quarter. The financial results are also posted in Company’s website www. fact.co.in Un-audited financial results are sent to the Stock Exchange where the Company’s shares are listed.

XII

General Shareholders Information Information relating to the Annual General Meeting & Financial Calendar for 2012-2013 are given below:

68th

Annual General Meeting

Day

Friday

Date

28th September 2012

Time

11.00 AM

Venue

Udyogamandal Club

Financial Calendar for 2012-13 1st Quarter Financial

Results

Published on 26.07.2012

2nd Quarter

"

"

1st week of November 2012

3rd Quarter

"

"

1st week of February 2013

4th Quarter

"

1st week of May 2013

Dates of Book Closure

26th September 2012 to 28th September 2012

Dividend Payment date

No dividend is being declared Listing

The shares of the Company is listed in the National Stock Exchange of India Ltd., Mumbai. Listing fee has been paid to the Stock Exchange up to the year 2012-2013 Stock Code Name of Stock Exchange

Stock Code

National Stock Exchange of India Ltd, Mumbai

FACT



XIII XI II Ma Mark rket et Pri Price ce The high, low market price during each month in last financial year 2011-2012 as available from the National Stock Exchange of India Limited are given below: High ( ` )

Low ( ` )

April -2011

44.40

40. 50

May -2011

42.50

37. 95

June-2011

42.05

37.20

July-2011

42.95

38.00

August-2011

47. 70

36.95

September-2011

40. 80

34.50

October-2011

35. 90

33.00

November-2011

35.30

24.00

December-2011

26.70

20. 40

January-2012

36. 15

23.55

February-2012

38. 90

34.00

March-2012

36.80

30.65

Month

XIV Sha Share re tran transfe sferr /Depo /Deposit sitory ory Age Agent: nt: M/s. Cameo Corporate Services Limited, 'Subramania 'Subramanian n Building' No.1, Club House Road, Chennai-600002

XV

Sha hare re Tra ran nsf sfe er Sy Syst ste em

The shares of FACT are compulsorily traded in De-mat form. All the transfer forms received are processed by the Share Transfer Agents of the Company and approved by the Share Transfer Sub-committee of the Board.

XVI Dist Distribut ribution ion of share sharehold holding ing as on 31-03 31-03-201 -2012 2 Shareholding of nominal value of ` 10 Upto

5000

Shareholders Number

Amount % to Total

`

144 52

90.65

168 814 90

5001 - 10000

8 42

5.28

7 1583 20

10001 - 20000

3 35

2.10

5 3709 40

20001 - 30000

1 06

0.66

2 7678 40

30001 - 40000

54

0.34

1 9686 00

40001 - 50000

49

0.31

2 3744 90

50001 - 100000

63

0.40

4 8965 30

100001 and above

41

0.26

6429 3015 30

Total

15942

100

6470719740



XVIII XVI

De-ma De -mater terial ializa izatio tion n of of shar shares es and liq liquid uidity ity In accordance with the Direction of SEBI, trading of FACT shares have been brought under Compulsory De-mat segment for all categories of investors with effect from 26th June 2001. The Company has executed tripartite agreement agreement with both the Depositories ie NSDL and CDSL and the share transfer agents of the Company. As on 31-3-2012, 64,40,38,244, Equity shares have been dematerialized.

XVIII Outstanding GDRs/ADRs/W GDRs/ADRs/Warrants arrants or or any convertible instruments conversion date and likely likely impact on equity. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments and hence there would not be any impact on the equity.

XIX

Plant Locations Sl. No. 1 2 3

XX

Activity Fertiliser Petrochemical - Caprolactam Engineering Works

Locations Udyogamandal & Ambalamedu, Kochi Udyogamandal, Kochi. Palluruthy, Kochi

Addr Ad dres esss for for Corr Corres espo pond nden ence ce by by Shar Shareh ehol olde ders rs:: The Company Secretary, The Fertilisers And Chemicals Travancore Travancore Limited, Udyogamandal-683501 Udyogamandal-6 83501 Kerala. Kerala.

XXII XX

Comp Co mpli lian ance ce of gui guide deli line ness issu issued ed by DP DPE E: The Company is giving top priotiry for the compliance of guidelines on Corporate Governance issued issued by DPE. The Company has complied with all the guidelines on Corporate Governance issued by DPE applicable to FACT except the guidelines relating to composition of Board/Non-official Part-time Directors. Consequent to the completion of the three year term, as per the Government Order all the Non-official Part-time Part-time Directors have retired from the Board of Directors of the Company during the financial year 2011-12. The Company is yet to receive fresh notification on appointment of Non-official Part-time Directors on the Board of Directors of FACT.

We certify that : (a)

CFO/CEO's CERTIFICA CERTIFICATION TION

We have have review reviewed ed financial financial state statement mentss and the the cash flow flow statem statement ent for the the year year and that that to the the best of of our knowledg knowledgee and belief: (i)

these statements statements do not contain contain any materially untrue untrue statement statement or omit any material fact fact or contain contain statements statements that might be misleading;

(ii)

these statements statements together present present a true and fair view of the company's company's affairs and are in compliance with with existing existing accounting standards, applicable laws and regulations:

(b)

There are, to the the best best of our knowle knowledge dge and and belief, belief, no no transact transactions ions enter entered ed into into by the compa company ny during during the the year year, which which are fraudulent, illegal or violative of the company's code of conduct.

(c)

We accept accept respon responsibil sibility ity for establi establishin shing g and maintain maintaining ing internal internal contro controls ls and those those we have have evaluat evaluated ed the effecti effectivene veness ss of the internal control systems of the company.

DECLARATION OF COMPLIANCE OF CODE OF BUSINESS CONDUCT AND ETHICS Members of the Board of Directors and Senior Executives of FACT have complied with the provisions of the Code of Conduct and Ethics applicable to Directors and Senior Executives of the Company. Sd/Sham Lal Goyal

Udyogamandal Date : August 23, 2012

CHAIRMAN AND MANAGING DIRECTOR



SATISH.V B.COM,LLB,PGDT,ACMA,ACS PRACTISING COMPANY SECRET SECRETARY ARY No E,4th FLOOR, RATNA GARDENS, SOUTH JANATHA ROAD, PALARIVATTOM, COCHIN – 682025 Phone 9961333309; 0484-6002101. E-mail: vsathishmenon@gmail. [email protected] com

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE Registra Regis tratio tion n No. No.of of the the Com Compan pany y : Nominal Capital :

L24129KL1 L24129 KL1943 943GOI GOI000 000371 371 ` 10,000,000,000/-

To the Members of

THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED Eloor P.O, Udyogamandal I have examined all relevant r elevant records of The Fertilisers and Chemicals Travancore Limited (the Company), for the purpose of certifying compliance of the conditions of Corporate Governance under Clause 49 of the Listing Agreement of the said Company with National Stock Exchange of India Limited for the financial year ended March 31, 2012. I have obtained all the information and explanations which to the best of my knowledge and belief where necessary for the purposes of certification. The compliance of conditions of Corporate Governance Governa nce is the responsibility of the Company’s management. My examination was was limited to the procedure procedure and implementation implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. On the basis of my examination of the records produced, explanations and information furnished, I certify that the Company has complied with all the conditions of Listing Agreement, except Clause except Clause 49 (1A) relating to composition of the Board of Directors. On completion of 3 years term (as per Government of India order notifying the appointment) appointment) 5 Non-official Part time Directors were retired from the Board of the Company on 3/10/2011 and 2 Non-official Part time Directors were also retired from the Board of the Company on 4/3/2012. Fresh Government Government notifications to fill up the vacancies are awaited. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness effe ctiveness with which the management has conducted conduct ed the affairs of the Company.

Sd/SATHISH V B.Com,LLb,PGDT,ACMA,ACS Practising Company Secretary ACS – 13501; CP 8343

COCHIN – 682025 18.08.2012



BABU A. KALLIVAYALIL & CO CHARTERED ACCOUNTANTS II nd FLOOR, MANCHU COMPLEX, P.T.USHA ROAD, KOCHI - 682 0 11 Phone: 0484-2363119, 2380868 Telefax : 0484-2380868 E-mail: [email protected], [email protected]

AUDITORS’ REPORT To the Members of THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED.

1.

2.

3.

We have audited the attached Balance sheet of THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED as at March 31, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4.

Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our Audit have been received from the area/ regional offices not audited by us. The area/ regional Auditor’s Reports have been given to us and have been appropriately dealt with in preparing our report. (c) the Balance sheet, Statement of Profit and Loss and Cash Flow statement dealt with by this report are in agreement with the books of account and with the audited returns from the area/regional offices;

As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us,

5.

Being a Government Company, the provisions of clause (g) of sub-section (1) of Section 274 of the Companies Act,1956 is not applicable.

6.

In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt



with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable except for the points (a) to (c) given below:

sulphate of rupees 6591 lakhs received during the year, as is not similar to the subsidy in the ordinary nature besides it pe rt ai ns to ea rl ie r ye ar s, in st ea d of disclosure as income of the year; as required under revised schedule VI to the Companies Act, 1956 and Accounting Standard 5 issued by the Institute of Chartered Accountants of India.[Refer Note number 22.3].

(a) Valuation of closing stock of by-product gypsum of 45 lakhs metric tonne, at the rate of ` 331 per metric tonne based on average selling price of future five years expected sales, instead of net realizable value based on approved selling price for bulk sales of ` 200 per metric tonne in variation to Accounting Standard 2 issued by the Institute of Chartered Accountants of India resulting in an over valuation of stock by ` 5895 lakhs and inflated profit to the same extent [Refer Note number 17.1].

We further report that:Had the quantifiable qualifications in paragraph 6 (a) to (c) above been effected, the profit before extra ordinary items and tax for the year of rupees 1980 lakhs would have been a loss of rupees 14,792 lakhs and the current assets would have been lower by rupees 10,181 lakhs.

(b) (i) Recognition of interest income of rupees 718 lakhs during the year and non provision towards doubtful debts on the accumulated interest receivable on mobilization advance to a contractor, considering the significant uncertainty in realization, as at year end of rupees 4,286 lakhs; in variation of the Accounting Standard 9 issued by the Institute of Chartered Accountants of India [Refer Note numbers 23.1 and 20.3]

7.

Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) In the case of the Balance Sheet, of the State of affairs of the Company as at March 31, 2012;

(ii) the contractor has also lodged a claim of rupees 1,78,101 lakhs towards shortfall charges and damages against the Company upon termination of the contract and the dispute is under arbitration. The said claim is shown only as a contingent liability and no provision has been made for the possible liability, if any, upon arbitration award and being so, we are unable to comment on the issue, which can have a significant impact, if the award is not in favour of the Company. [Refer Note number 30(i)g]

(ii) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date and (iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

New Delhi July 24,2012

(c) Non-disclosure as exceptional item of additional compensation on ammonium


For Babu A. Kallivayalil & Co., Chartered Accountants Firm Registration No.05374S Sd/N.K.Alexander Partner, Membership No.007448


Annexure referred to in paragraph 3 of the Auditors’ Report to the Members of THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED, on the financial statements for the year ended March 31, 2012 i

a) The Company has maintained generally proper records showing full particulars including quantitative details and location of fixed assets and in the case of certain Regional Offices, quantitative details and location of fixed assets are not properly recorded.

register maintained under Section 301 of the Companies Act, 1956, have been entered in the register under that section. b) In our opinion and according to the information and explanations given to us there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to rupees five lakhs or more in respect of any party.

b) The fixed assets have been physically verified by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. As explained to us, no material discrepancies were noticed on such physical verification.

vi

In our opinion and according to the information and explanations given to us, the Company has complied with directives issued by Reserve Bank of India, the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975, with regard to the deposits accepted from the public.

vii

On the basis of the test checks conducted by us and according to the explanations given to us, the Company has an internal audit generally commensurate with the size of the Company and nature of its business.

c) In our opinion and according to the information and explanations given to us, fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern status. ii

a) The inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

viii We have broadly reviewed the books and records maintained by the Company pursuant to the order of the Central Government u/s 209 (1) (d) of the Companies Act, 1956 and are of the opinion that primafacie the prescribed accounts and records have been made and maintained by the Company. We have however not made a detailed examination of the records with a view to determining whether these records are accurate or complete.

c) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt with in the books of account. iii

As informed to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, and hence reporting requirements under clauses (iii) (a) to (g) of this clause do not apply.

iv

In our opinion and according to the information and explanations given to us, the internal control system needs to be strengthened to commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. According to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

v

ix

a) According to the information and explanations given to us and according to the books and records of the Company produced to us and examined by us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, IncomeTax, Service Tax, Sales Tax, Customs Duty, Excise Duty, and other material statutory dues applicable to it with the appropriate authorities during the year and there were no outstanding as at March 31, 2012 for a period of more than six months from the date they became payable. b) According to the information and explanations given to us and the records of the company examined by us, the particulars of dues towards sales tax, income tax, customs duty, excise duty, service tax, entry tax and cess as at March, 31, 2012, which have not been deposited on account of disputes are furnished below:

a) In our opinion and according to the Information and explanations given to us, the particulars of contracts or arrangements that need to be entered in the



Name of the Statute

Nature of the Dues

Amount (Rupees)

Period to which dispute relates

Forum where dispute is pending

Income Tax Act ,1961

Tax demand due to disallowances

10 lakhs

1997-98

High Court of Kerala

Income Tax Act, 1961

Additional tax and interest demanded on payments to foreign technicians

78 lakhs

1994-95 to1997-98

High Court of Kerala

Finance Act, 1994

Tax, Penalty and interest demand on service tax

11 lakhs

2003-04 to2005-06

Customs, Excise and Service Tax Appellate Tribunal, Bangalore

Finance Act, 1994

Tax, Penalty & Interest demanded on Service tax disputed by the Company

65 lakhs

2006-07 to2010-11

Commissioner of Central Excise, Kochi

Customs Act, 1962

Differential duty

40 lakhs

1991-92 to 1992-93

Customs, Excise and Service Tax Appellate Tribunal, Chennai

Central Excise Act, 1944

Duty with interest and penalty on shortages written off

68 lakhs

2003-04

Adjudicating Authority

Central Excise Act, 1944

Duty with interest and penalty on Cenvat availment

5 lakhs

2006-10

Adjudicating Authority

Madhya Pradesh Entry Tax

Entry Tax demand

4 lakhs

1980-84

Board of Revenue (Commercial Tax Tribunal), Gwalior,Madhya Pradesh

Sales Tax Act, Orissa

Sales Tax demand

63 lakhs

1985-92

High Court of Orissa

Sales Tax and Central Sales Tax Act, Punjab

Sales Tax demand

406 lakhs

2000 -01

High Court of Punjab and Hariyana



x.

The accumulated losses of the Company as at March 31, 2012 after giving effect to the qualifications in the Auditors’ Report are more than fifty percent of its net worth and it has incurred cash losses during the year and in the immediately preceding financial year.

xi.

Based on our examination of the records of the company and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks as at Balance sheet date.

xii. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. xiii. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, provisions of clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company. xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order 2003 are not applicable to the Company. xv. According to the information and explanations given to us, the Company has given guarantee for loan taken by FACT-RCF Building Products Limited from State Bank of India, to the extent of Rs. 1,750 lakhs (Refer Note number 12.2). xvi. According to the information and explanations given to us, we are of the opinion that the term loans availed by the company were, prima-facie, applied during the year for the purpose for which the loans were obtained except temporary deployment in working capital. xvii. According to the information and explanations given to us and overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised by the company on short-term basis has not been used for long term investments. xviii.The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year. xix. The Company has not issued any debentures. xx. The Company has not raised any money by Public Issue during the year. xxi. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and as per the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For Babu A. Kallivayalil & Co., Chartered Accountants, Firm Registration No.05374S

Sd/-

N.K. Alexander

New Delhi July 24,2012

Partner, Membership No.007448



BALANCE SHEET AS AT 31-3-2012 Note No.

Particulars 1 I (1)

(2) (3)

(4)

EQUITY AND LIABILITIES Share holde rs' fund s (a) Share capital (b) Reserves and Surplus (c) Money received against share warrants Share application money pending allotment Non-current liabilities (a) Long-term borrowings (b) Other Long term liabilities (c) Long term provisions Curre nt l iabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities (d) Short term provisions

(2)

ASSETS Non-current assets (a) Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress (iv) Intangible assets under development (b) Non-current investments (c) Deferred tax assets (net) (d)Long-term loans and advances (e)Other non-current assets Current assets (a)Current investments (b)Inventories (c)Trade receivables (d)Cash and Bank balances (e)Short-term loans and advances (f)Other current assets

Sd/K.V.Balakrishnan Nair Secretary Place : New Delhi Date : 24th July 2012

Figures as at 31.03.2011

3

1 2

64707.20 -48482.43 0.00 0.00

64707.20 -50458.66 0.00 0.00

3 4 5

21803.10 0.00 17739.95

22023.12 522.23 16377.56

6 7 8 9

43857.87 53537.30 32665.76 4778.93

65218.06 31680.49 23327.12 3931.64

190607.68

177328.76

10 10 11 11 12 13 14 15

27192.35 561.80 2302.80 0.00 1823.15 0.00 212.07 555.32

30854.30 736.88 870.46 11.01 1554.15 0.00 75.57 505.40

16 17 18 19 20 21

0.00 75961.81 1125.39 7017.10 18436.35 55419.54

12285.91 61374.75 4845.78 5523.08 17720.68 40970.79

190607.68

177328.76

TOTAL Significant Accounting Policies Notes on Accounts

4

1 to 40 For and on behalf of the Board Sd/P.Muthusamy Director (Finance)

Per our report attached. For Babu A. Kallivayalil & Co., Chartered Accountants Firm Registration Number: 05374S Sd/N.K.Alexander Partner Membership Number:7448


Lakh

2

TOTAL II. (1)

Figures as at 31.03.2012

` in

Sd/Sham Lal Goyal, IAS Chairman & Managing Director


PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31-3-2012 ` in

Note No.

Particulars

22 23

I. II.

Revenue from operations Other income

III. IV.

Total Revenue (I+II) Expenses Cost of materials consumed Purchases of Stock-in-trade Changes in inventories of finished goods, work-in-progress and Stock-in-trade. Employee benefits expense Finance costs Depreciation and amortization expense Other expenses

V. VI. VII. VIII. IX. X. XI. XII. XIII. XIV.

Total Expenses Profit before exceptional and extraordinary items, and tax (III-IV) Exceptional items Profit before extraordinary items and tax (V-VI) Extraordinary items Profit before tax (VII-VIII) Tax expense (1) Current tax (2) Deferred tax Profit / (Loss) for the year from continuing operations (IX-X) Profit / (Loss) from discontinuing operations Tax expense of discontinuing operations Profit /(Loss) from discontinuing operations (after tax) (XII-XIII)

XV

Profit /(Loss) for the year (XI+XIV)

XVI

Earnings per equity share of ` 10 each (1) Basic - ` (2) Diluted - ` Significant Accounting Policies Notes on Accounts


Figures for the year ended 31.03.2012


287604.83 3670.17

246072.63 3059.91

291275.00

249132.54

24 25

174918.01 13484.79

142879.07 9257.03

26 27 28 10 29

-4858.76 22523.57 13676.58 4258.90 65292.10

-178.57 26804.60 14339.73 4262.72 55879.48

289295.19

253244.06

1979.81 0.00 1979.81 0.00 1979.81

-4111.52 821.15 -4932.67 0.00 -4932.67

0.00 0.00 1979.81 0.00 0.00

0.00 0.00 -4932.67 0.00 0.00

0.00

0.00

1979.81

-4932.67

0.31 0.31

-0.76 -0.76

33

1 to 40 For and on behalf of the Board Sd/P.Muthusamy Director (Finance)



Lakh



CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2012 For the year ended 31.3.2012

PARTICULARS A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax and Extraordinary items and Prior year items Adjustments For: Depreciation/Impairment loss /Deferred Rev. Expenditure Provision for Obsolescence/Bad & Doubtful Debts (Net) Provision for Employee Benefits Income from Investments (Profit)/Loss on sale of assets (Net) Loss on sale/diminition in value of investments Finance cost Operating Profit before Working Capital changes Adjustments for: Trade and Other Receivables Inventories Trade and Other Payables Cash generated from Operations Direct Taxes Cash Flow before extraordinary items Prior Period - (excluding non cash) Net Cash from Operating Activities B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets/Capital Work-in-Progress Sale of Fixed Assets Interest Received Dividend Received Investmets/Sale of Investments(Net) Net cash from/used (-) in Investing Activities C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long Term Borrowings (Net) Increase/Decrease in Cash credit with Banks Interest Net cash used in Financing Activities NET INCREASE /DECREASE (-)IN CASH AND CASH EQUIVALENTS (A+B+C) CASH AND CASH EQUIVALENTS AS AT 01.04.2011 (Opening Balance) AS AT 31.03.2012 (Closing Balance) CASH AND CASH EQUIVALENTS Balances with Banks Cheques , Drafts on hand Cash on hand Current Account with banks for unpaid interest warrants With Post Office/Treasury Savings Account

` in

Lakh

1979.81

-4111.52

4255.32 185.61 1599.14 -302.80 -21.36 0.00 13676.58 21372.30

4258.98 348.92 6784.73 -1795.27 -460.80 1848.39 14339.73 21213.16

-13397.25 -14814.70 21766.61 14926.96 0.00 14926.96 0.00 14926.96

750.19 -4025.81 -3425.77 14511.77 0.00 14511.77 0.00 14511.77

-1844.62 22.78 294.70 8.10 12016.91 10497.87

-1542.84 3.06 1788.79 6.48 11595.39 11850.88

5339.48 -21360.19 -9718.93 -25739.64 -314.81

7553.75 -20274.51 -11319.97 -24040.73 2321.92

3257.81 2943.00

935.89 3257.81 As at 31.03.2011 3033.21 64.21 5.71 144.98 9.70

2943.00

3257.81

For and on behalf of the Board Sd/P.Muthusamy Director (Finance)



` in

As at 31.03.2012 2742.30 67.95 7.82 115.09 9.84

TOTAL


Lakh

For the year ended 31.3.2011



SIGNIFICANT ACCOUNTING POLICIES I.

Basis for preparation of financial statements.

amount of assets exceeds its recoverable value. Impairment loss is charged to the Profit and Loss statement in the year in which an asset is identified as impaired. When the recoverable amount of previously impaired assets exceeds its carrying amount, the value of asset is reinstated by reversing the impairment loss considered in prior years limited to lower of its recoverable value or carrying amount at the depreciated historical cost.

The financial statements are prepared under historical cost convention on accrual basis as a going concern in accordance with the generally accepted accounting principles in India and to comply with all material aspects with the mandatory accounting standards notified by the Companies (Accounting Standard) Rules 2006 and the provisions of the Companies Act, 1956. The preparation of financial statements requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Differences between estimates and actuals are recognized in the period in which they materialize. II.

1)

Fixed Assets:

(a)

Fixed assets are stated at acquisition cost less accumulated depreciation/amortization and cumulative impairment.

2)

(a) Revenue expenses exclusively attributable to projects incurred during construction period are capitalized. However, such expenses in respect of capital facilities being executed along with production/operation simultaneously are charged to revenue. (b) Financing cost incurred during construction period on loans specifically borrowed and utilized for projects is capitalized upto the date of capitalization. (c)

(b) Land purchased/acquired and under the possession of the company are treated as free hold land. (c)

Technical know-how/license fee relating to plant / facilities are capitalized as part of cost of the underlying asset.

Financing cost, if any, incurred on general borrowings used for projects is capitalized at the weighted average cost. The amount of such borrowings is determined after setting off the amount of internal accruals, if any.

III. Capital Stores:

(d) Income approach is adopted for accounting Government grants related to depreciable fixed assets. Grants utilized for acquisition of depreciable Fixed Assets are treated as Deferred Government Grants and the same is recognized in the Profit and Loss statement on a systematic and rational basis over the useful life of the assets.

Capital stores are valued at cost. Specific provision is made for likely diminution in value, wherever required. IV. Intangible Assets:

(e) Depreciation is charged on Plant and Machinery on straight line method and on other tangible assets (excluding land) on written down value method at the rates specified in Schedule XIV of the Companies Act subject to adjustment for impairment, if any, except in the case of roads, culverts, bridges, dams and godowns (factory) for which depreciation has been charged at 10% as against 5% prescribed in the Companies Act, 1956. On additions to assets, depreciation is charged from the date of such addition and on sale or discarding of assets upto the date of such sale or discarding. (f)

Construction period expenses on Project:

V.

a)

Technical know-how/license fee relating to production process and process design are recognized as intangible assets and amortised on a straight line method over a period of 5 years or life of the underlying plant/facility whichever is earlier.

b)

Expenditure incurred on Research and Development, other than capital account is charged to revenue.

c)

Costs incurred on computer software purchased/ developed resulting in future economic benefits, are capitalized as intangible assets and amortised over a period of 5 years.

Inventory Valuation: a)

An asset is treated as impaired when the carrying

Raw materials and stores and spares are valued at or



below cost. Cost being ascertained on moving weighted average method. In cases where there has been a decline in the price of imported and indigenous raw material and it is estimated the cost of finished product will exceed the net realizable value, the materials are written down to net realizable value. b)

Materials in process are not valued consistently.

c)

Finished/Trading products are valued at lower of cost or net realizable value in the aggregate, productwise. Intermediate products are valued at lower of cost or net realizable value derived from finished products and saleable by-product at realizable value. Cost of Finished/semi-finished/intermediate products are determined based on annual average cost excluding interest and head office and administrative overheads. Cost of finished goods in warehouse includes freight and handling charges.

d)

significant risks and rewards of ownership are transferred to the buyer and the company retains no effective control of the goods transferred.

Materials in transit/under inspection are valued at cost.

VI. Commitments:

b)

Gross sales (net of returns) include excise duty, wherever applicable.

c)

Recognition of subsidy is generally made on the basis of in principle recognition/approval/settlement of claims by the Government of India as per the policy in force.

d)

Other income is recognized on an accrual basis.

e)

Dividend income is recognized when right to receive dividend is established.

f)

Interest income is recognized when no significant uncertainty as to its realization exists.

g)

Scrap, salvaged/waste materials and sweepings are accounted for on realization.

h)

Claims on underwriters, carriers and on Customs and Central Excise Departments are taken into account on acceptance. Insurance and other miscellaneous claims are recognized on receipt/acceptance of claim. Contractual pass through incentives, benefits etc. are recognized on receipt basis.

Capital Estimated amount of contracts remaining to be executed on capital accounts, above ` Five lakh in each case, are considered for disclosure. Other Commitments

X.

Disclosure is considered in respect of those non-cancellable contractual commitments (i.e. cancellation of which will result in a penalty disproportionate to the benefits involved) based on the professional judgement of the management which are material and relevant.

Excise duty is accounted on the basis of both payments made in respect of goods cleared as also provision made for goods lying in stock. Closing stock value of finished goods includes excise duty payable/paid on such goods. XI. Foreign Currency Transactions:

VII. Borrowing Cost: Borrowing Costs that are specifically identified to the acquisition or construction of qualifying assets are capitalised as part of such asset. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to Profit and Loss Statement. VIII. Investments: Long term investments are valued at cost, after providing for diminution in value if it is of a permanent nature. Current investments are valued (individually) at lower of cost and quoted/ fair value.

a)

Receivables and payables in foreign currency as on the reporting date including forward exchange contracts are restated at the rate prevailing at that date.

b)

The premium in respect of forward exchange contracts is recognized over the life of the contracts.

c)

Variations arising on account of fluctuations in foreign exchange rates are treated as revenue (gain/loss (-)).

XII. Employee Benefits: a)

IX. Revenue Recognition: a)

Excise Duty:

Sales are recognized on an accrual basis when all

The company’s contribution to the Provident Fund is remitted to separate trust established for this purposes based on a fixed percentage of the eligible employees



salary and charged to Profit and Loss statement. Shortfall, if any, in the fund assets based on the Government specified minimum rate of return will be made good by the company and charged to Profit and Loss statement. b)

on receipt of such materials and Cenvat credit of eligible service tax is recognized on payment of service tax to the service provider. XVI. Segment Reporting: The accounting policies adopted for segment reporting are in line with the accounting policies of the company.

The company operates defined benefit plan for gratuity and leave encashment. The cost of providing such defined benefits is determined using the projected unit credit method of actuarial valuation made at the end of the year and the gratuity fund is administered through a fund maintained by insurance company. Actuarial gain/loss is charged to Profit and Loss statement.

XIII.Grants: a)

Government grants in the nature of promoters’ contribution are credited to Capital reserve and treated as part of Shareholders funds.

b)

In case of depreciable assets, the cost of the asset is shown at gross value and grant thereon is treated as Capital Grants which are recognized as income in the Profit and Loss statement over the period and in the proportion in which depreciation is charged.

c)

Revenue grants relating to revenue expenses are deducted from the respective expenses.

d)

In respect of revenue grants released by Government, the treatments in the accounts are considered as per the respective schemes notified by the Government. Other revenue grants relating to revenue expenses are considered as income and credited to Profit and Loss statement.

Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue and expenses which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis have been included under unallocable corporate expenses.

b)

Investments, advance towards investments and other advances, which are not allocable to segments, are excluded from segment capital employed.

XVII.

Contract Operation:

a)

In contract operations revenue is recognized on percentage of completion method. The stage of completion is ascertained on the basis of physical evaluation of respective contract activity on the reporting date.

b)

Foreseeable losses on contract activities are recognized fully irrespective of the progress of work.

XVIII.

Prior Period Adjustments:

Individual items of Income and Expenditure relating to a prior period and exceeding ‘ One Lakh is accounted as a prior period item and disclosed accordingly. XIX. Contingent Liabilities:

XIV. Taxes: a)

Provision for current tax is made in accordance with the provisions of the Income Tax Act, 1961.

b)

Deferred tax on account of timing difference between taxable income and accounting income is provided considering the tax rates and tax laws enacted or substantively enacted by the Balance Sheet date.

c)

a)

Deferred tax assets are not recognized unless, in the management judgment there is a virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realized.

XV. Cenvat: Cenvat credit and VAT credit on eligible materials is recognised

a)

Show Cause notices issued by various Government Authorities are not considered as Obligation.

b)

When the demand notices are raised against such show cause notices and are disputed by the company, these are classified as disputed obligations.

c)

The treatment in respect of disputed obligations, in each case, is as under: i)

a provision is recognized in respect of present obligations where the outflow of resources is probable.

ii)

all other cases are disclosed as contingent liabilities unless the Possibility of outflow of resources is remote.



NOTES ON ACCOUNTS Particulars 1

Share capital

a.

Authorised:

Issued, Subscribed and fully Paid up: Equity Shares of ` 10/- each fully paid up 64,70,71,974 (Previous year 64,70,71,974)

Lakh

As at 31.03.2011

As at 31.03.2012

100,00,00,000 (Previous year 100,00,00,000) Equity Shares of ` 10/-each b.

` in

100000.00

100000.00

64707.20

64707.20

64707.20

64707.20

Nil

Nil

c.

Shares subscribed but not fully paid up

d.

Par value per Share

` 10/-

e.

No of shares at the beginning of the year

647071974

647071974

f.

No of shares at the end of the year

647071974

647071974

g.

Rights, Preference and restrictions attached to each class of shares including restrictions on the distribution of dividend and payment of capital

h.

Shares in respect of each class in the company held by Holding company/ ultimate holding company/ subsidiaries of its Holding company/ Associates of Holding company / Subsidiaries of ultimate Holding company / Associates of ultimate Holding company.

each

Only one class of equity shares, each having one vote with equal right of dividend

` 10/-

each

Only one class of equity shares, each having one vote with equal right of dividend

Nil

Nil

98.56 % of shares are held by The Government of India

637765200

637765200

Shares reserved for issue under options and contracts / commitments for the sale of shares / disinvestment.

Nil

Nil

I. Aggregate number and class of shares alloted as fully paid up pursuant to contract(s) without payment being received in cash

Nil

Nil

II. Aggregate number and class of shares alloted as fully paid up by way of Bonus shares

Nil

Nil

III. Aggregate number and class of shares bought back

Nil

Nil

Terms of any securities convertible into equity / preferential shares issued along with the earliest date of conversion

Nil

Nil

m.

Calls unpaid

Nil

Nil

n.

Forfeited shares

Nil

Nil

i.

j. k.

l.

Shares held by shareholders holding more than 5% of shares:

For the period of five years immediately preceeding the dates as at which the Balance sheet is prepared-



NOTES ON ACCOUNTS

3

3.1

3.2

4

5

Reserves and Surplus Capital Reserves: Subsidy from Kerala State Government under Industrial Housing Scheme Other Reserves: Deferred Government Grant : Indo EEC Fertiliser Education Project Opening balance Less amount written off during current year Bio Fertiliser Project Opening balance Less amount written off during current year Surplus Debit balance in Profit & Loss statement: Profit / Loss (-) Opening balance Add Profit/ Loss (-) during the year

2.64

67.42 2.63

Long-term borrowings Term loans Unsecured:Other than banks From Government of India (Refer Note 3.1) Deposits Unsecured:Fixed Deposit from Public (Refer Note 3.2)

Lakh

As at 31.03.2011

As at 31.03.2012

Particulars 2

` in

2.64

64.79

70.21 2.79

67.42

9.31 0.95

8.36

10.26 0.95

9.31

-50538.03 1979.81

-48558.22

-45605.36 -4932.67

-50538.03

-48482.43

-50458.66

21803.10

17949.00

0.00

4074.12

Repayable in 10 equal yearly instalments after 2 year's moratorium.Defaulted payment of ` 4250.00 lakh (Previous year ` 2930.00 lakh) towards principal from the year 2007-08 and interest (@ 11.50% / 12.50% P.A.) ` 7272.89 lakh (Previous year ` 4650.00 lakh) from 2006-07. Defaulted amounts along with instalments due during the succeeding year has been shown under Other current liabilities. Repayable on maturity period of 1/2/3 years. No default in payment of principal and interest(Previous year ` Nil). Rate of interest varies from 9% to 11% P.A. All outstanding amounts as on 31.03.2012 are due during the year 2012-13 and has been shown under Other current liabilities 21803.10

22023.12

0.00

522.23

0.00

522.23

Long-term provisions Employee benefits Gratuity

10327.20

9780.97

Leave encashment

7412.75

6596.59

17739.95

16377.56

Other Long-term liabilities Others Dues to employees



NOTES ON ACCOUNTS As at 31.03.2012

Particulars 6

6.1

6.2

7

` in

7.2

8

9

As at 31.03.2011

Short-term borrowings Secured:Loans repayable on demand From Banks (Refer Note 6.1) Cash credit 34823.97 53204.16 Term loan 9033.90 126.41 Overdraft (Refer Note 6.2) 0.00 11887.49 Secured by (a) Hypothecation of current / movable assets viz. stock of raw materials, trade receivables, stores and spares, semifinished goods, finished goods receivables etc. (b) First charge on 533.608 acres of land (Previous year 533.608 acres) and buildings in the States of Kerala, Tamilnadu and Karnataka (c) First charge on certain Plant and Machinery in Udyogamandal and Petrochemical Divisions. Rate of interest varies from 12.00% to 14.90 % P.A. (Previous year- from 12% to 13.75% P.A.). Defaulted amount during the year ` Nil ( Previous year ` Nil ) . Repayment period of Cash credit is one year ( Previous year - one year )and in respect of term loan is 3 months ( Previous year 16 quarterly instalments , last instalment was due on 07.04.2011). Secured by pledge of Fertiliser bonds issued by the Government of India. Rate of interest 9.00% P.A. Defaulted amount - ` Nil. Repayment period is one year. 43857.87 65218.06 Trade payables Creditors:For Supplies and Services 53537.30 31680.49 53537.30

7.1

Lakh

31680.49

Trade payables include ` 16.37 lakh (Previous year ` 4.20 lakh)payable to Small Scale Industrial Undertakings to the extent such parties have been identified from the available documents/ information. Dues owed by the Company to Small Scale Industrial Undertakings exceeding ` 1 lakh which is outstanding for more than 30 days is ` Nil. (Previous year-Nil). The company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act 2006, and hence the disclosure relating to the amount unpaid together with interest paid/payable as at the year end has not been given. Other current liabilities Current maturities of long term debt Term loan from the Government of India 6469.90 4250.00 Deposit from public 4048.37 708.77 Interest accrued but not due on borrowings Term loan from the Government of India 3998.20 2663.44 Fixed Deposit from Public 738.19 566.88 Interest accrued and due on borrowings Term loan from the Government of India 7272.89 4650.00 Unpaid matured deposit and interest thereon 31.31 90.95 Other payables Dues to employees 531.44 2279.10 Dues to customers 4529.46 4212.03 Statutory dues 1009.97 912.46 Other liabilities 4036.03 2993.49 32665.76

23327.12

193.79 390.15

0.00 347.19

4194.99

3584.45

4778.93

3931.64

Short-term provisions Employees benefits Gratuity Leave encashment Others Excise duty on closing stock




Particulars 11

11.1

12

(i)

(ii) (iii) (iv) (v) (vi) (vii)

12.1

12.2

` in

A.Capital work-in-progress Work-in-progress Goods in transit/ Material pending inspection

2051.95 250.85 2302.80

Lakh

As at 31.03.2011 801.53 68.93 870.46

Work-in-progress include the expenditure incurred of ` 335.08 Lakh towards under pass / over bridge across the container terminal road on the land acquired by National High w ay Authority of India , meant for exclusive use of FACT as a p art of Railway Siding / approach road for movement of FACT products. Pending construction of the Railway Siding / approach road the expenditure is treated as Capital work in progress , since it is having future economic benefits. B.Intangible assets under development Computer Software 0.00 11.01 0.00 11.01 Non-Current investments Investments in Equity instruments Non-trade Investments (At cost)-Unquoted In Joint-venture 1,76,90,000 (Previous year 1,50,00,000) Equity Shares of ` 10/- each in FACT-RCF Building Products Ltd.- including 26,90,000 Equity shares of ` 10/- each alloted and received during the year 2011-12 1769.00 1500.00 In Others 6,81,820 Equity Shares of ` 10/- each in Travancore Cochin Chemicals Ltd., including 3,40,910 Bonus shares. 34.09 34.09 15 Equity Shares of ` 1000/- each fully paid-up in Capexil Agencies Ltd. 0.15 0.15 3,24,000 Equity Shares of ` 10/- each fully paid-up in Indian Potash Ltd., including 1,35,000 Bonus Shares 18.90 18.90 10,001 shares of ` 10/- each fully paid-up in FACT Co-operative Society Ltd. 1.00 1.00 7 shares of ` 100/- each fully paid-up in Meherabad Co-operative Housing Society ltd. 0.01 0.01 10 sha res of ` 50/- each fully paid-up in Good Earth Housing Society Ltd. ` 500 (Previous year ` 500) Aggregate of unquoted non-current investments 1823.15 1554.15 Financial reporting on interest in Joint Ventures (Accounting Standard 27) In the year 2008-09 , a jointventure with Rashtriya Chemicals and Fertilisers Ltd.(RCF) for manufacture of Rapid Building materials from Gypsum has been formed. The company has invested ` 1769 lakh (Previous year ` 1500 lakh ) as its share in the Joint venture. Other details are:Name : FACT-RCF Building Products Ltd. Country of incorporation : India Ownership interest : 50% (31.03.12 ) The Company's share in assets, liabilities, income, expenses , contingent liabilities and capital commitments of Joint venture 1.Assets As at 31.03.2011 As at 31.03.2012 Non-current assets 5766.42 5108.13 Current assets 406.79 407.79 2.Liabilities Non-current liabilities 3045.10 3146.50 Current Liabilities & Provisions 1143.50 824.84 3.Income 0.21 0.12 4.Expenses 41.20 40.38 5.Contingent Liability 352.84 77.32 6.Capital commitments 213.63 249.62 Related party disclosure on Joint Ventures (Accounting Standard 18) List of related party FACT-RCF Building Products Ltd. (Joint Venture) Transactions with related parties: Share application money paid during the year : ` 219 lakh (Previous year ` 50 lakh) Guarantees given during the year: ` Nil (Previous year ` Nil) Expenditure incurred during the year on employees deputed : ` 99.91 lakh (Previous year ` 82.97 lakh) Sale of goods and stores during the year : ` 10.26 lakh (Previous year ` 3.03 lakh) Supply of services and others during the year : ` 11.47 lakh ( Previous year ` 25.69 lakh) Guarantees given to Joint Venture as on 31.03.2012: ` 1750 lakh(Previous year ` 1750 lakh) Advance towards share capital pending allotment as on 31st March 2012 : ` Nil (Previous year ` 50.00 lakh) Receivables as on 31st March 2012 : ` 268.89 lakh (Previous year ` 146.85 lakh) Payables as on 31st March 2012: ` Nil (Previous year ` Nil)



NOTES ON ACCOUNTS

14

14.1 14.2 14.3 15

16 (i) (ii) (iii)

16.1

17

Lakh

As at 31.03.2011

As at 31.03.2012

Particulars 13

` in

Deferred tax assets (net) The Company has deferred tax asset of ` 72242 lakh (Previous year ` 85658 lakh) as on 31.03.2012 because of unabsorbed depreciation and accumulated losses. The deferred tax liability as on 31.03.12 is ` 18213 lakh (Previous year ` 23949 lakh).Since there is net deferred tax asset as on 31.03.2012, as matter of prudence the deferred tax asset is not considered in the Accounts. The net impact (favourable) in tax on account of this comes to ` 17527 lakh.(Previous year ` 20500 lakh) Long-term loans and advances Capital advances Unsecured considered good Advance to vendors 193.68 55.90 Other loans and advances Unsecured considered good Advance to employees 18.39 19.67 212.07 75.57 Advance to vendors include advances paid covered by Bank Guarantees. Current year ` 22.37 lakh (Previous year ` Nil). Advance to vendors include amont paid for items supplied but rejected by the Company pending settlement is ` 11.53 lakh (Previous year ` 7.69 lakh). Advance to employees include ` 17.99 lakh (Previous year ` 19.51 lakh) towards festival advance paid during 1996-97, and is being recovered at the time of seperation from company's service. Other non-current assets Share application money pending allotment 312.40 362.40 Others 242.92 143.00 555.32 505.40 Current investments Investments in Government/Trust Securities (Quoted, traded): 7% Fertilizer companies GOI special bonds 2022 0.00 6986.23 6.20% Fertilizer companies GOI special bonds 2022 0.00 87.61 6.65% Fertilizer companies GOI special bonds 2023 Above bonds are stated at market value. The aggregate of face value is ` 13288 lakh and provision towards diminution in value is ` 1002.09 lakh. Aggregate of quoted current investments

0.00

5212.07

0.00

12285.91

During the year 2010-11 the Government of India has decided to buyback the "Fertiliser Companies Government of India special bonds " (Fertiliser bonds- issued by it in an earlier year in lieu of subsidy dues) in two equal installments during 2010-11 and 2011-12 through Reserve Bank of India. Accordingly, the company sold the remaining 50% of the Fertilizer Bonds on 26-07-2011 for an amount of ` 11283.83 lakh. As per Government Notification, the company had al so accounted an amount of ` 1848.38 lakh towards 50% of the loss due to the Sale of Fertilizer Bonds, as receivable from the Government. An amount of ` 1558.30 lakh has been received during 2011-12 against amount receivable of ` 1848.38 lakh and balance of ` 290.08 lakh is expected to be received . Inventories (As taken, valued and certified by the Management. Mode of valuation explained in No. V-Significant Accounting Policies) Raw Materials Raw materials-in -transit Work-in-progress Finished Goods Stock-in-trade (in respect of goods acquired for trading) Stores and Spares Machinery Spares General Stores Retired Spares

11158.05 9171.04 4751.48 32447.84 5678.93

13647.66 0.00 5221.38 32631.76 166.35

8270.85 6180.70 453.50

7078.64 4641.90 453.50

14905.05

12174.04

3094.39

2866.75

11810.66 943.81

9307.29 400.31

75961.81

61374.75

Less: Provision towards obsolescence and storage losses (Refer Note No.17.2 & 17.3) Stores & Spares-in -transit




Particulars

` in

Lakh

As at 31.03.2011

17.1 Finished Goods includes 45.04 lakh MT (Previous year 37.00 lakh MT ) of Gypsum (out of 45.96 lakh MT stock on hand as on 31.03.2012 Previous year 49.98 lakh MT) amounting to ` 18667.26 lakh (Previous year ` 20353.70 lakh ) valued at net realisable value(inclusive of Excise Duty). 17.2 The company provides for redundancy / obsolescence keeping in view the estimated realisable value, in respect of a)stores and spares lying in stores for more than 10 years b) stores and spares identified as surplus having an age of 5-10 years and c) all damaged stores and spares. However no provision for redundancy / obsolescence is considered in respect of insurance spares. Current year ` 227.64 lakh (Previous year ` 235.43 lakh) 17.3 The disclosure of provisions movement as required under Accounting Standard 29 "Provisions, Contingent Liabilities and Contingent Assets" Provision towards obsolescence and storage losses (including provision towards Retired spares). Provision at the beginning of the year 2866.75 2631.32 Provisions made during the year 227.64 400.32 Utilisations during the year 0.00 0.00 Released during the year 0.00 164.89 Provision at the end of the year 3094.39 2866.75 17.4 Stores & Spares in transit includes Stores & Spares at site pending inspection ` 411.63 lakh (Previous year ` 192.64 lakh) 18 Trade receivables a Trade receivables outstanding for a period exceeding six months from the date they are due for payment Secured, considered good 0.55 5.16 Unsecured, considered good 113.03 137.40 Doubtful 1002.49 1028.20 Less: Allowance for doubtful Trade receivables -1002.49 -1028.20 b Other Trade receivables Secured, considered good 0.01 0.29 Unsecured, considered good 1011.80 4702.93 1125.39 4845.78 18.1 The disclosure of provisions movement as required under Accounting Standard 29 "Provisions , Contingent Liabilities and Contingent Assets" Allowance for doubtful Trade receivable Provision at the beginning of the year 1028.20 938.75 Provisions made during the year 107.83 Written off during the year 1.65 1.13 Released during the year 24.06 17.25 Provision at the end of the year 1002.49 1028.20 18.2 Bills discounted amounting to ` 7343.18 lakh (Previous year ` 6297.09 lakh) is deducted from Other Trade receivables-Unsecured , considered good. 19 Cash and Bank balances Cash and cash equivalents Balances with Banks 2742.30 3033.21 Cheques, Drafts on hand 67.95 64.21 Cash on hand 7.82 5.71 Others Current Account with banks for unpaid interest warrants 115.09 144.98 Treasury Savings Account- Includes ` 9.59 lakh (Previous year ` 9.31 lakh) lodged with Kerala Water Authority towards security deposit. 9.84 9.70 Other Bank balances Balances with Banks held as Margin money/ Security 4071.67 2263.01 Deposits (with more than 3 months maturity) 2.43 2.26 7017.10 5523.08 19.1 Balance with banks include ` 49.83 lakh (Previous Year ` 147.63 lakh) being the balance of amount received from clients for execution of jobs on Total Responsibility basis lying in a specified account to meet the matching liabilities under Current Liabilities.



NOTES ON ACCOUNTS Short-term loans and advances Other than related parties Considered Good - Unsecured: Advances recoverable in cash or in kind or for value to be received: i ) Advance Income tax (net of Provision for Income tax) ii ) Income tax deducted at source iii ) Advance to/ Dues from vendors iv ) Advance to employees v ) Other Loans and Advances Balance with Central Excise VAT Refund receivable Deposits Prepaid expenses Considered Doubtful Less : Allowance for bad and doubtful loans and advances

Lakh

As at 31.03.2011

As at 31.03.2012

Particulars 20

` in

499.26 135.01 5055.40 177.55 483.80 8213.68 2846.16 685.27 340.22 136.10 -136.10

499.26 95.63 5402.87 269.83 891.08 8098.28 1539.20 691.41 233.12 152.42 -152.42

18436.35

17720.68

20.1 Other loans and advances include unutilised certificates worth ` 328.48 lakh (Previous year ` 749.99 lakh) under Duty Entitlement Passbook Scheme (DEPB) and ` 18.12 lakh (Previous year ` Nil) receivable under Duty Drawback scheme, effective from 01.10.2011, on export of Caprolactam. 20.2 Deposits includes ` 70.38 lakh (Previous Year ` 70.15 lakh) towards the amount paid against disputed demands pending appeal and ` 544.51 lakh (Previous year ` 544.50 lakh) towards security deposit with Kerala State Electricity Board. 20.3 Advance to vendors/dues from vendors include advances paid covered by Bank Guarantees and interest accrued.Current year ` 4285.76 lakh (Previous year ` 3568.19 lakh). 20.4 Advance to vendors include amont paid for materials supplied but rejected by the Company pending settlement is ` 10.54 lakh (Previous year ` 12.81 lakh). 20.5 Advance to employees include ` 1.52 lakh (Previous year ` 1.20 lakh) towards festival advance paid during 1996-97, and is being recovered at the time of seperation from company's service in the succeeding 12 month period. 20.6 The disclosure of provisions movement as required under Accounting Standard 29 "Provisions, Contingent Liabilities and Contingent Assets" Allowance for bad & doubtful Loans and advances Provision at the beginning of the year 152.42 128.38 Provisions made during the year 24.04 Written off during the year 0.00 Released during the year 16.32 0.00 Provision at the end of the year 136.10 152.42 21 Other current assets Interest accrued on investments and deposits 0.00 226.70 Subsidy/Concession on fertilisers receivable from the Government of India 51437.95 37119.40 Other accrued income 716.16 364.04 Retired plants held for sale 3256.90 3256.90 Other receivables

8.53

3.75

55419.54

40970.79

21.1 During the year 2009-10 company has decided to scrap Ammonia & Urea plants at Cochin Division. These plants have been restated at estimated realisable value of ` 3245.03 lakh (Previous year ` 3245.03 lakh) and included under Retired Plants held for sale.



NOTES ON ACCOUNTS Figures for the year ended 31.03.2012

Particulars 22

` in

Revenue from operations Sale of products: Own Products

136882.89

3753.61

2465.07

174534.74

139347.96

6052.20

5110.23

168482.54 126596.43

134237.73 115927.52

974.75

1044.85

296053.72

251210.10

8448.89

5137.47

287604.83

246072.63

16266.01 72587.38 1902.75 71822.90 355.39 525.32 5973.79 1347.59

19137.36 45822.57 1953.01 63325.88 386.88 643.71 4314.31 1299.17

170781.13

136882.89

486.68 3008.81 258.12 0.00

2455.52 5.22 0.00 4.33

3753.61

2465.07

23913.04 98076.23 4607.16

19797.44 89118.73 7011.35

126596.43

115927.52

Less: Sales discount/Dealer margin Subsidy/Concession on Fertilisers Sale of Services: Gross income from contracts and other services

Less: Excise duty

22.1

22.2

22.3


170781.13

Traded Products

Total Revenue from operations

Lakh

Sale of own products: Ammonium Sulphate Factamfos 20-20-0-13 Mixed Manures Caprolactam Nitric acid Soda Ash Gypsum Others Total Sale of traded products: Muriate of Potash Urea-Imported Organic Manures Others Subsidy/Concession on Fertilisers Ammonium Sulphate Factamfos 20-20-0-13 Muriate of Potash

Subsidy/Concession on Ammonium Sulphate includes an amount of ` 6590.85 lakh (Previous year ` Nil) pertaining to earlier years, as per notification received from the Government of India.




Particulars 23

` in

Other income Interest income: (a) On deposits with banks (b) On loans , advances , claims, overdues etc. (c) On Government securities (Current) Dividend income (Long term) Net Gain/Loss(-) on sale of investments (Current) Other non-operating income (a) Excess provisions written back (b) Profit on sale/realisable value of assets (net) (c) Diminution in the value of current investments (d) Transfer from deferred Government grants: (i) On EEC project (ii) On Bio-Fertiliser project (e) Miscellaneous income Total Other income

Lakh


194.83 1319.70 294.70 8.10 0.00

107.59 998.55 1788.79 6.48 -846.30

56.05 21.36 0.00

18.38 460.80 -1002.09

2.63 0.95 1771.85

2.79 0.95 1523.97

3670.17

3059.91

23.1

Interest of ` 717.57 lakh for 2011-12 receivable from the contractor on the interest bearing mobilisation advance still retained by the party, has been considered in the accounts (Previous year ` 597.42 lakh).

24

Cost of raw materials consumed (Refer Note 39) Opening stock Purchases

13647.66 172428.40

7582.90 148943.83

Closing stock

186076.06 11158.05

156526.73 13647.66

174918.01

142879.07

Cost of materials consumed 24.1 25

26

The physical verification of raw materials and finished products has been carried out on or around 31st March 2012. The differences over book figures in the case of raw material has been adjusted in consumption (Excess/ Shortage(-) ). Current year ` 22.84 lakh (Previous year ` 161.00 lakh ) Purchases of Stock-in-trade Urea Imported 2384.51 0.00 Muriate of Potash 10958.92 9248.38 Others 141.36 8.65 Total purchases of Stock in trade Changes in inventories of Finished goods, Work-in-progress and Traded products Opening stock Finished Goods- Includes excise duty ` 3584.45 lakh (Previous year ` 2537.97 lakh) Traded products Work-in progress Closing stock Finished Goods- Includes excise duty ` 4194.99 lakh (Previous year ` 3584.45 lakh) Traded products Work-in progress Changes in inventories : Increase(-)/ Decrease (+)


13484.79

9257.03

32631.76 166.35 5221.38 38019.49

33179.23 98.35 4563.34 37840.92

32447.84 5678.93 4751.48

32631.76 166.35 5221.38

42878.25

38019.49

-4858.76

-178.57



Particulars 27

Lakh


Employee benefit expense Salaries and Wages

15613.73

15381.20

Contribution to Provident fund

1774.44

1658.39

Leave encashment

1677.96

2550.69

Gratuity

1963.22

5983.90

Staff welfare expenses

1494.22

1230.42

22523.57

26804.60

0.00

0.00

Sri V.G.Sankaranarayanan, Director (Technical)(Upto 30.04.2011)

18.58

17.79

Sri P.Muthusamy, Director (Finance)

15.99

0.54

Sri V.K.Anil, Director (Technical)(From 28.06.2011 onwards)

13.89

0.00

Sri P.K.Chandrasekharan, Director (Marketing)(From 30.11.2011 onwards)

5.55

0.00

Sri A.Asokan, Chairman and Managing Director(Upto 30.06.2010)

0.00

23.58

Sri K.Mathevan Pillai, Chairman and Managing Director(Upto 31.08.2010)

0.00

19.93

54.01

61.84

Total Employee benefit expense 27.1

` in

Remuneration to Directors Sri Sham Lal Goyal, IAS Chairman and Managing Director.

The whole time Directors have been allowed the use of company car and for private journey upto a ceiling of 9000 kms, per year, on payment as prescribed by the Government. Gratuity payable to the Directors has not been disclosed as the contribution payable has been provided in the accounts and separate figures are not ascertainable. 27.2

Related party disclosure on Joint Ventures (Accounting Standard 18) List of related party Key Management Personnel Sri Sham Lal Goyal, IAS, Chairman and Managing Director. Sri V.G.Sankaranarayanan, Director (Technical)-(Upto 30.04.2011) Sri P.Muthusamy, Director (Finance) Sri V.K.Anil, Director (Technical)-(From 28.06.2011 onwards) Sri P.K.Chandrasekharan, Director (Marketing)-(From 30.11.2011 onwards) Transactions with related parties: Remuneration to key management personnel : ` 54.01 lakh (Previous year ` 61.84 lakh )

27.3

The Company as on date is not liable to provide for the arrears of salaries and wages (net of interim relief paid) for the period 01.01.1997 to 30.06.2001 and perquisites and other allowances for the period 20.10.2000 to 30.06.2001, in respect of its managerial and unionised employees, in view of the conditions in the directives of the Government of India while implementing the wage revision. Accordingly no provision has been made in the accounts.



NOTES ON ACCOUNTS 27.4

1 2 3

` in Lakh

The disclosure required under Accounting Standard 15 “Employee Benefits” Defined contribution plan Contribution to defined contribution plan recognised and charged off during the year are:Employer’s contribution to Provident Fund and Pension Scheme Employer’s contribution to Superannuation benefit fund ( ` 100/-) The Company’s Provident Fund is exempted under section 17 of the Employees Provident Fund Act, 1952. Condition s for grant of exemption stipulates that the employer shall make good the deficiency, if any. During the year ` 20.60 lakh (Previous year - ` 48.00 lakh )has been withdrawn from provision in the accounts towards deficiency in respect of FACT Employees Provident Fund,Udyogamandal. There is no defficiency in respect of FACT Cochin Division Employees Provident Fund.

31.03.2012

31.03.2011

1774.44 0.00

1658.39 0.00

Defined benefit plan Gratuity fund is managed under Group Gratuity (Cash Accumulation) policy by M/s Life Insurance Corporation of India. The present value of obligation is determined on the basis of acturial valuation using projected unit credit method. The present value of obligations for leave encashment is recognised in the same manner.

a.

b.

c.

d.

Changes in the present value of obligations (P V O)

` in Lakh

` in Lakh

Leave encashment (unfunded)

Gratuity (Funded)

2011-12

Present value of obligations at the beginning of the year Interest cost Past service cost Current service cost Benefits paid Acturial loss/(gain) on obligation Present value of obligations at the end of the year Changes in the fair value of plan assets Fair value of plan assets at the beginning of the year Expected return on investment Employer’s contribution Benefits paid Acturial loss/(gain) on plan assets Fair value of plan assets at the end of the year Actual return on investment Amount recognised in Balance sheet Present value of obligations at the end of the year Fair value of plan assets at the end of the year Unfunded net liability recognised in Balance sheet Expenses recognised in Profit and Loss Statement during the year Current service cost Past service cost Interest cost Expected return on investment Net acturial (gain) / loss recognised during the year Total Expenses recognised in Profit & Loss Statement during the year

2010-11

Investment details

f.

LIC Group Gratuity (Cash Accumulation) policy Acturial assumptions

11452.19 935.90 0.00 493.26 -1169.15 644.30 12356.50

6589.32 527.15 0.00 82.05 -1219.92 5473.59 11452.19

818.85 818.85 0.00 0.00 0.00

718.99 718.99 0.00 0.00 0.00

1671.22 133.70 1200.00 -1169.15 -0.26 1835.51 133.70

1761.68 129.46 1000.00 -1219.92 0.00 1671.22 129.46

7802.90 0.00 7802.90

6943.78 0.00 6943.78

12356.50 1835.51 10520.99

11452.19 1671.22 9780.97

995.61 0.00 595.33 0.00 87.03 1677.97

971.26 171.86 447.82 0.00 959.75 2550.69

493.26 0.00 935.90 133.70 644.56 1940.02

82.05 0.00 527.15 129.46 5473.59 5953.33

% invested as at 31st March 14.85

Mortality rate

(1994-96) Ultimate

Discount rate Salary escalation rate Expected rate of return on plan assets

8.00% 5.00% -


2010-11

5112.08 447.82 171.86 971.26 -718.99 959.75 6943.78

6943.78 595.33 0.00 995.61 -818.85 87.03 7802.90

% invested as at 31st March

e.

2011-12

14.59

LIC (1994-96) Ultimate 8.00% 5.00% -

8.00% 5.00% 9.40%

8.00% 5.00% 9.40%



Particulars 28

29

Finance costs (a) Interest expense Interest on loans from the Government of India Interest on Cash credit/loans from banks Interest -others (b) Other borrowing costs Other expenses Consumption of stores & spare parts Power and Fuel Rent Repairs to buildings Repairs to machinery Packing materials Insurance Rates and Taxes Gain(-)/Loss on exchange rate variation (net) Material and other direct charges on contracts Auditors' Fees and Expenses Freight , Handling and other charges Net provision for excise duty on stock of Finished goods Bad debts written off Provision for doubtful debts/advances Damages/Shortages of Stores, Spares & Products (Net) Provision for obsolescence of stores (Net) Research and Development Expenditure Miscellaneous Expenses Less :Allocated Expenses [net of income from interdivisional jobs of ` 670.25 lakh] (Previous year ` 683.86 lakh)

29.1 29.2 29.3

29.4

29.5

` in

Lakh


3957.65 7516.92 1544.95 657.06

3019.76 8529.52 2026.13 764.32

13676.58

14339.73

3912.67 40312.46 426.09 217.89 2909.45 2590.46 98.85 76.90 1237.73 249.71 22.83 9383.55 610.54 1.68 0.00 16.55 227.64 71.60 3667.04

3077.76 35496.46 387.75 118.58 1718.25 2660.87 86.51 59.88 -1132.48 164.75 14.34 8865.48 1046.48 1.13 131.87 7.45 235.43 73.27 3622.53

66033.64

56636.31

741.54

756.83

65292.10

55879.48

Physical verification of stores and spares was carried out at all divisions as per the procedures laid down in the Stores Management Manual and the differences( Excess/ Shortage(-) ) over book figures has been adjusted in the accounts. Current year ` 16.55 lakh (Previous year ` 21.64 lakh) Miscellaneous Expenses includes Directors travel amounting to ` 26.37 lakh (Previous year ` 16.92 lakh) and Directors sitting fee ` 2.70 lakh (Previous year ` 3.80 lakh) Auditors' Fees and Expenses Statutoty Auditors' Fees and Expenses (including for Branch Auditors) As Auditor 7.19 5.96 For Company Law matters 0.51 0.50 For Other Services 9.04 3.75 For Expenses 6.09 4.13 Total 22.83 14.34 Provision for excise duty on stock of Finished goods Provision on closing stock 4194.99 3584.45 Less provision on opening stock 3584.45 2537.97 Net provision 610.54 1046.48 Research and Development Expenditure includes depreciation of ` 0.69 lakh( Previous year ` 0.79 lakh) on Research and Development Assets.



NOTES ON ACCOUNTS ` in

Lakh

31-03-2012

30

Contingent Liabilities not provided for :

(i)

Claims against the company pending before various legal/ statutory authorities and not acknowledged as debts in respect of:

31-03-2011

a)

Excise Duty

72.56

63.79

b)

Service Tax

75.96

51.47

c)

Sales Tax / Entry tax

472.20

446.97

d)

Customs Duty

40.04

40.04

e)

Income Tax

151.48

599.34

f)

ESI

221.27

218.16

g)

Suppliers and contractors #

178360.50

179569.57

h)

Others

511.94

375.82

#

The contract for the barge transportation of Ammonia awarded to a private company has been cancelled void ab initio during 2004-05 by the Company. The Contractor’s claim for shortfall charges (for the period 01.04.2003 to 22.04.2008) and damages for ` 178101.42 lakh (Previous year ` 177713.07 lakh )which is pending before the Arbitrator has not been provided in the accounts and is included under Contingent liabilities based on the assessment of the management.

(ii)

Excise duty demand of ` 28.52 lakh on purchase of Raw material , pending appeal, has not been considered since the liability rests with supplier as per order terms.(PreviousYear ` 26.42 lakh).

(iii)

Guarantees given to various clients\ statutory authorities for performance of contracts\ obligations are not included, as the money value thereof cannot be ascertained. In addition company has provided Corporate Guarantee for the term loan of M/s FACT-RCF Building Products Ltd. However the share of term loan exposure as on 31.03.2012 is ` 732.40 lakh (50% of total loan exposure of ` 1464.81 lakh).

1750.00

1750.00

The contingent liability in respect of bills discounted with banks is fully covered by buyers’ letter of credit

7343.18

6297.09

1737.44

593.58

0.00

0.00

(iv)

31

i)

ii)

Estimated amount of contracts remaining to be executed on capital account and not provided for. Other commitments



` in

Lakh

31-03-2012

32

966.10

1025.95

Advance received against contract in progress.

0.70

0.70

c)

Retention by customers against contract in progress.

8.88

8.65

d)

Aggregate amount of cost incurred and recognised profit (less recognised loss) on contracts in progress upto the reporting date.

1964.35

1592.34

e)

Gross amount due from customers for contract work as an asset.

1115.93

818.37

f)

Gross amount due to customers for contract work as a liability.

2.78

0.30

g)

Income under services for own units reckoned by the Engineering and Consultancy Division (FEDO) and the Fabrication Division (FEW) is accounted by respective units under revenue expenditure ` 588.88 lakh (Previous year ` 558.34 lakh ), and capital ` 524.74 lakh (Previous year ` 451.59 lakh ).

h)

Excise duty on own division jobs is ascertained based on Cost Accounting Standard 4.

a)

Contract revenue recognised in the period.

b)

33

During the year 2010-11 company has charged interest amounting to ` 821.15 lakh as prior year adjustment under exceptional items in the Profit and loss statement.

34

The Company has a system of obtaining confirmation of balances from third parties. Some of the parties have confirmed the balances.

35

Company continues to fall under section 23 of Sick Industrial Companies (Special Provisions) Act, 1985. A report under section 23 of SICA was made in February 2004 to the Board for Industrial and Financial Reconstruction.

36

Earnings Per Share (Accounting Standard - 20) i) Earnings

` 1979.81

Lakh [ Previous year ` 4932.67 lakh (loss) ]

ii) Number of Shares -Issued, Subscribed and Paid up -647071974 (Previous year 647071974) iii) Earning Per Share

` 0.31

( Previous year ` -0.76 )

(Basic and Diluted) 37

31-03-2011

Figures for the previous year have been regrouped and recast wherever necessary to conform with the current year classification.



NOTES ON ACCOUNTS 38.SEGMENTAL REPORTING (ACCOUNTING STANDARD 17) Segment Information for the year ended 31st March 2012 Information about Primary Business Segments ` in

Lakh

Fertiliser

` in

Lakh

Petrochemical

` in

Lakh

Others (Unallocated)

` in

Lakh

Total

REVENUE External Revenue

222387.21 (187685.12)

65215.81 (59258.77)

1862.75 (1082.51)

289465.77 (248026.40)

222387.21 (187685.12)

65215.81 (59258.77)

1862.75 (1082.51)

289465.77 (248026.40)

15296.25 (7525.56) -

4159.99 (6885.95) -

15296.25 (7525.56)

4159.99 (6885.95)

-836.18 (-3661.99) 5429.96 (3212.92) -6266.14 (-6874.91)

18620.06 (10749.52) 5429.96 (3212.92) 13190.10 (7536.60)

Interest Expense

0.00 (0.00)

0.00 (0.00)

13019.52 (13575.41)

13019.52 (13575.41)

Interest Income

0.00 (0.00)

0.00 (0.00)

1809.23 (1106.14)

1809.23 (1106.14)

Income Tax

0.00 (0.00)

0.00 (0.00)

0.00 (0.00)

0.00 (0.00)

15296.25 (7525.56)

4159.99 (6885.95)

-17476.43 (-19344.18)

1979.81 (-4932.67)

148916.31 (121292.13)

22339.37 (31073.67)

19352.00 (24962.96)

190607.68 (177328.76)

41199.73 (22693.62)

22827.38 (19364.08)

126580.57 (135271.06)

190607.68 (177328.76)

Depreciation

3762.55 (3735.34)

289.65 (285.29)

334.23 (369.76)

4386.43 (4390.39)

Capital Expenditure

257.90 (1375.67)

35.49 (871.72)

117.66 (48.19)

411.05 (2295.58)

TOTAL REVENUE SEGMENT RESULTS Profit before Interest, Taxation and before Exceptional items Unallocated Corporate Expense Operating Profit

Profit after Interest and Taxation OTHER INFORMATION Segment Assets Segment Liabilities

The business segments are:Segment Products Fertiliser Ammonium Phosphate, Ammonium Sulphate, Mixtures , MOP, Urea Petrochemical Caprolactam Segments have been identified taking into account the organisation structure. Segment assets and liabilities represents assets and liabilities in respective segments. Share capital, Secured and Unsecured loans , Investments and Accumulated loss are classified as Unallocated. Figures given in brackets pertains to previous year. RECONCILIATION OF REVENUE Segment Revenue as above Add Interest Income Revenue as per Profit and Loss Statement

2011-12

2010-11

289465.77 1809.23 291275.00

248026.40 1106.14 249132.54



h k a L n i `

m n u i o s t n p o C

g k n c i s o o t l S 1 C 1 0 1 0 s 2 e s a h c r u P g n k i n c o e t p S O

S T N U O C C A N O S E T O N

m n u o s i n t o p C g k n c i s o o t l 2 C S 1 1 1 s 0 e 2 s a h c r u P g n k i n c o e t p S O

D E M U S N O C S L A I R E T A M F O T S O C . 9 3

3 8 . 2 6 2

2 6 . 6 3 5 3 1

8 4 . 5 3 5 9

5 0 . 9 1 6 6 2

8 8 . 4 7 3 0 1

0 4 . 3 4 2 7

5 2 . 5 6 3 1 2

5 4 . 2 4 9

9 3 . 8 6 8 3

8 8 . 3 2 4 4

1 1 . 4 8 2

3 8 . 6 6 1

7 1 . 8 9

7 0 5 1 6 1 . 6 . 6 . 0 . 0 . 7 0 6 0 7 1 4 4 8 6 3 3 1

7 7 . 6 6 3 2 5

4 8 . 8 0 5 6 1

1 6 . 9 6 1 2 1

5 2 . 0 5 7 6 2

1 3 . 3 8 2 0 1

8 4 . 7 9 7 6

5 2 . 6 5 9 1 2

1 1 . 8 5 6

7 1 . 6 9 8

5 7 . 9 8 7 1

1 9 . 2 5 1

0 4 . 8 5 2

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7 0 0 0 0 1 . 0 . . 0 . 3 . 9 6 0 7 0 2 5 2 8 2 5 3 7

7 8 . 9 6 6 7 6

9 4 . 8 0 1 0 2

8 1 . 0 9 5 7 1

8 5 . 1 5 8 8 2

3 5 . 5 2 5 2 1

5 1 . 3 8 7 4

8 0 6 7 1 0 2 . 7 . 0 . 1 . 0 . 7 6 5 8 5 4 8 1 2 1 9 9 0 1 1 4 2 7 1

4 7 . 0 1 0 1

9 1 . 0 8 7 3

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9 5 . 3 4 5

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1 0 4 6 5 3 . 1 . 0 . 1 . 0 . 6 0 4 4 8 6 5 0 5 5 5 1 1 1 1

6 1 . 8 3 7 7 6

9 2 . 0 2 0 0 2

3 3 . 6 6 6 5 1

6 0 . 1 1 1 9 2

1 2 . 9 6 4 2 1

6 3 . 3 7 7 5

2 0 5 2 0 4 . 0 . 2 . 3 . 4 . 6 0 4 9 8 0 5 8 2 1 4 4 0 8 1 2 2 1 7 1

5 4 . 2 4 9

9 3 . 8 6 8 3

8 8 . 3 2 4 4

1 1 . 4 8 2

3 8 . 6 6 1

7 1 . 8 9

7 0 5 1 6 1 . 0 . 6 . 0 . 6 . 7 0 6 0 7 1 4 4 8 6 3 3 1

s r a l u c i t r a P a h t h p a N

d d e t e t r r o o p p d m m e I I t r e d o t i d i p a c c h A A m I p c i c - s r r o i o o r h h h u P p h k p s s p l c o o u o h h S R P P

3 8 . 2 6 2

d e d t r t e o r p o m p I m - I a i e e n n n o e e z m z n n m e e A B B

3 1 . 3 7 2 1

0 0 . 6 8 5

3 4 . 2 8 0 2 5

8 4 . 2 6 2 1

a d o S c i t s u a C

1 0 . 6 8 5

d i c A c i r u h p l u S

. l o S N 1 2 3 4 5 6 7 8 9 0 1


7 0 . 9 7 8 2 4 1

3 8 . 3 4 9 8 4 1

L A T O T


NOTES ON ACCOUNTS 40

INFORMATION PURSUANT TO THE PROVISIONS OF PARAGRAPH 5 (viii) OF GENERAL INSTRUCTIONS FOR STATEMENT OF PROFIT AND LOSS OF SCHEDULE VI TO THE COMPANIES ACT, 1956 FOR THE YEAR ENDED 31.03.2012 1

Value of imported and indigenous raw materials and spare parts consumed and percentage thereof to total consumption.

Current year

Percentage

` in lakh

A

B

` in lakh

Imported

91590.68

52.36

78299.80

54.80

Indigenous

83327.33

47.64

64579.27

45.20

174918.01

100.00

142879.07

100.00

175.81

4.49

448.41

14.57

3736.86

95.51

2629.35

85.43

3912.67

100.00

3077.76

100.00

Spare Parts & Components Indigenous

CIF Value of Imports

(i) Raw Materials & Stock-in-trade (ii) Spares and other materials (iii) Capital Goods

3 A

Current year

Previous year

` in lakh

` in lakh

112923.22

77069.04

194.00

148.24

1.76

62.54

113118.98

77279.82

254.21

156.08

25.59

18.30

279.80

174.38

15389.01

13416.67

0.00

27.18

15389.01

13443.85

Expenditure in foreign currency (Cash Basis) * (i) Consultancy service (ii) Others

B

Percentage

Raw Materials:

Imported

2

Previous year

Earnings in foreign currency (i) Export of goods (FOB Basis) (ii) Others

* Including tax deducted at source



DETAILS OF CAPITAL EXPENDITURE INCURRED ON TOWNSHIP AND OTHER SOCIAL OVERHEADS AS REQUIRED BY O.M.No.BPE-1(17)/ADB(F)/69 DATED 5.03.1969 FROM THE MINISTRY OF FINANCE (BUREAU OF PUBLIV RNTERPRISES) UP TO 31st MARCH 2012 ` in

Written Gross Block Down Value as at as at 31.03.2011 31.03.2011 Land (estimated)

Additions / Adjustments 2011-2012

Depreciation for the year 2011-2012

Lakh

Depreciated value as at 31.03.2012

186.18

186.18

0.00

0.00

186.18

1380.34

496.70

-0.38

24.80

471.52

280.85

86.29

0.00

4.35

81.94

Hospitals

64.37

17.56

0.00

0.88

16.68

Schools

93.43

31.38

0.00

1.57

29.81

Shops

12.08

2.53

0.00

0.13

2.40

2017.25

820.64

-0.38

31.73

788.53

Staff Quarters etc in Township Sewers and Drains

DETAILS OF MAINTENANCE AND OTHER REVENUE EXPENDITURE ON TOWNSHIP AND OTHER SOCIAL OVERHEADS AS REQUIRED BY O.M.No. BPE-1 (17)/ADB (F)/69 DATED 5.0 3.1969 FROM THE MINISTRY OF FINANCE (BUREAU OF PUBLIC ENTERPRISES) DURING THE YEAR ENDED 31ST MARCH 2012 ` in

PARTICULARS

EXPENDITURE

Staff Quarters Schools Medical Facilities Other Welfare Expenses Estate Establishment Notional Interest @6% p.a on Capital outlay on Township and Overheads

INCOME

Lakh

NET EXPENDITURE

320.02 1.90 1081.97 701.79 83.60

190.56 16.80 24.77 34.69 0.00

129.46 -14.90 1057.20 667.10 83.60

121.04

0.00

121.04

2310.32

266.82

2043.50

STATEMENT SHOWING EXPENDITURE ON PUBLIC RELATIONS AND PUBLICITY (AS REQUIRED BY BPE O.M.No.BPE/ GL/042/78 BPE (IR) 21 (1) /78 DATED 18.12.1978) FOR THE YEAR ENDED 31ST MARCH 2012 ` in

PARTICULARS Salaries and Wages including Provident fund Advertisement Charges Propaganda and Publicity Exhibition Demonstration, Sign Boards, Cost of Fertilisers, Village Adoption, Soil Testing and agronomy services Audio-Visual film, Slides Projection, Projection charges and Equipments Running and Maintenance expenses of Publicity Vehicles and Travel Expenses

Lakh 24.83 14.03 14.80 0.45 0.97 0.00 0.00 55.08



SUMMARISED ACCOUNTS ` in

2010-11

2011-12

Lakh

2009-10

RESOURCES Net Worth

16149

14169

19102

Borrowing and Deferred Credits

93943

109100

104364

76

79

83

110168

123348

123549

Fixed Assets

137034

136633

137353

Less: Depreciation & Impairment loss

109280

105042

101003

27754

31591

36350

Capital Work-in-Progress

2303

881

1642

Other non-current assets

767

581

0

1823

13840

28130

77521

76455

57427

110168

123348

123549

287605

246073

210592

Accretion / decretion (-) to Work in progress and finished goods

4859

179

9693

Other Income

3670

3060

5361

296134

249312

225646

233128

191253

181531

Employees’ remuneration & benefits

22524

26805

20387

Other expenses

21223

17528

20075

4259

4263

2427

13020

13575

11597

294154

253424

236017

1980

-4112

-10371

Income / Expenses (-) in respect of prior years

0

-821

0

Extraordinary items (Income)

0

0

0

1980

-4933

-10371

0

0

13

1980

-4933

-10384

Capital Reserve

UTILISATION OF RESOURCES

Investments Net Current Assets

EARNINGS Sale of Products and services (net)

OUTGOINGS Direct Materials & Inputs

Depreciation / Impairment loss Interest

Profit / Loss (-) for the year

Profit / Loss (-) before tax Provision for Taxation Profit / Loss (-) after tax



CHANGES IN FINANCIAL POSITION FOR THE YEAR ENDED 31 st MARCH 2012 ` in

2010-11

2011-12 SOURCES OF FUNDS Funds Generated from Operations: Profit after tax Depreciation and Impairment loss Long-term loan & others Short-term loan Fertiliser Bonds APPLICATION OF FUNDS Loss for the year Short-term loan Capital expenditure (net) Investments in Shares/bonds Non current assets Increase / decrease (-) in Working Capital

Lakh

2009-10

1980 4235 6913 0 12286

0 4035 9556 0 14290

0 2358 3400 22375 0

25414

27881

28133

0 22070 1823 269 186 1066

4933 21720 1776 0 0 -548

10384 0 1062 -1 0 16688

25414

27881

28133

STATEMENT OF CHANGES IN WORKING CAPITAL ` in

2010-11

2011-12 Cash and Bank Balance Inventories Sundry Debtors Other Current Assets Loans and Advances Creditors and other liabilities Increase / decrease (-) in Working Capital)

Lakh

2009-10

1494 14588 -3721 14449 715

2707 3790 5105 -7823 2315

513 16324 23842 67 4995

27525

6094

45741

26459 1066

6642 -548

29053 16688

27525

6094

45741

VALUE ADDED STATEMENT 2010-11

2011-12

PARTICULARS ` in

Value of Production* (Including other income) Less: Cost of Direct Materials & inputs

Lakh

%

` in

Lakh

2009-10

%

` in

Lakh

%

296134 233128

249312 191253

225646 181531

Value Added

63006

58059

44115

Applied in the following way: Employee remuneration and benefits Other operating expenses Depreciation Interest Adjustment in respect of prior years Provision for Income Tax Extraordinary items: Expense/Income(-) Retained Profit / Loss (-)

22524 21223 4259 13020 0 0 0 1980

36 34 7 20 0 0 0 3

26805 17528 4263 13575 821 0 0 -4933

46 30 7 23 2 0 0 -8

20387 20075 2427 11597 0 13 0 -10384

46 46 6 26 0 0 0 -24

63006

100

58059

100

44115

100

* Net of sales discount / dealer Margin


THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED REGISTERED OFFICE : Eloor, Udyogamandal, Kochi, Kerala h k 3 a 0 L 2 n 0 i 0 `

S T H G I L H G I H L A I C N A N I F S R A E Y 0 1

5 1 8 7 8 9 3 9 1 2 4 6 5 1 7 9 3 1 5 9 3 5 1 4 4 2 3 8 1 9 3 6 8 5 0 5 2 9 8 3 1 6 5 0 6 3 9 0 3 5 0 0 2 1 3 3 2 1 3 9 3 6 1 1 5 4 7 9 5 3 3 1 1 2 2 9 0 2 1

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 0 0 5 0 0 0 4 9 0 0 4 1 3 5 2 3 3 3 1

2 8 0 0 9 5 6 2 7 9 0 8 3 2 6 5 4 6 7 2 3 9 0 6 4 4 7 3 8 7 1 6 1 1

6 5 4 . 1 . 4 2 5 0 1

4 0 3 0 0 2

6 1 1 3 5 6 9 2 9 8 5 3 6 3 3 5 9 6 9 6 7 2 1 6 9 4 0 7 2 0 0 1 7 2 3 3 3 9 3 1 8 4 9 0 1 4 6 4 1 0 8 7 8 1 6 8 4 1 5 2 0 2 2 2 3 1 8 1 2 4 3 3 1 1 1 7 1

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 0 0 5 0 0 0 4 9 0 0 4 1 3 5 2 3 3 3 1

8 8 0 0 4 1 6 6 7 9 3 3 2 6 7 7 5 0 7 1 2 3 9 6 4 5 1 1 5 1 1

7 8 0 . 0 . 7 6 4 8

5 0 4 0 0 2

7 2 3 0 3 9 8 8 6 0 0 3 3 7 6 7 8 1 6 6 3 2 9 7 0 3 0 8 4 2 7 7 4 4 2 0 8 3 6 0 7 4 3 4 3 6 9 2 6 4 7 7 1 1 6 1 9 2 5 0 2 1 4 6 0 7 7 3 3 1 3 4 3 1 1 6 1 1 -

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 0 0 5 0 0 0 4 9 0 0 4 1 3 5 2 3 3 1 3

4 8 0 0 2 4 8 6 8 3 7 5 5 7 9 4 1 0 0 4 3 2 0 6 4 5 1 2 5 1 1

0 3 3 . 0 . 7 5 4 8

6 0 5 0 0 2

1 0 2 0 2 8 0 4 9 4 1 0 9 7 3 7 3 9 0 1 6 1 6 6 7 5 9 4 3 1 1 5 7 4 4 4 6 1 8 4 9 3 1 0 9 0 1 4 8 4 9 3 9 3 4 6 1 3 4 4 7 1 9 5 5 3 7 5 1 5 3 3 1 1 9 3 6

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 0 0 5 0 0 0 4 9 0 0 4 1 3 5 2 3 3 3 1

6 2 0 0 6 6 0 8 0 6 1 8 9 9 6 8 1 2 5 8 4 9 7 4 3 8 4 1 7 1 1

6 0 9 . 1 . 6 3 5 1 1

7 0 6 0 0 2

8 6 4 2 8 0 0 4 3 7 3 9 7 6 1 0 1 1 2 8 3 8 6 3 3 4 8 2 0 6 3 5 6 9 7 9 2 2 7 6 7 0 6 2 9 1 0 7 1 8 6 6 6 2 9 2 1 0 7 9 7 9 5 5 4 0 1 7 3 4 3 6 1 2 7 2 1

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 0 0 5 0 0 0 4 9 0 0 4 1 3 5 2 3 3 3 1

0 2 0 0 7 9 0 9 0 2 3 4 4 2 3 0 2 3 1 1 2 4 8 2 4 8 4 1 7 1 1

1 6 1 . 3 . 6 9 5 0 1

8 0 7 0 0 2

2 6 9 7 6 0 8 0 0 0 7 0 9 0 9 5 6 8 6 8 5 8 4 6 0 4 8 9 8 6 5 7 8 8 3 5 2 4 5 7 0 5 7 7 5 3 3 5 2 1 7 5 9 2 7 6 1 7 6 3 0 7 5 0 5 9 4 5 1 1 3 2 1 5 2 1 2 6 1

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 0 0 5 0 0 0 4 9 0 0 4 1 3 5 2 3 3 3 1

8 0 0 0 9 4 6 7 3 5 8 0 4 5 7 3 1 0 5 6 1 5 3 2 9 8 4

7 2 1 . 5 . 8 4 2 6

9 0 8 0 0 2

5 7 8 3 5 3 0 0 0 8 2 7 5 9 1 2 0 5 9 0 1 3 0 7 7 5 7 4 1 3 9 8 8 4 5 3 6 2 1 3 5 0 3 8 7 6 7 1 3 4 3 0 4 8 7 2 0 1 2 2 8 1 0 3 3 9 9 8 1 2 8 3 4 4 1 4 2 7 2 1

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 0 0 5 0 0 0 4 9 0 0 4 1 3 5 2 3 3 3 1

5 7 0 0 8 1 9 4 4 4 5 0 8 0 5 5 0 8 5 3 7 1 2 0 1 4 2 1 6 1 1

8 4 4 . 7 . 5 1 4 9

0 1 9 0 0 2

0 1 5 5 5 8 1 0 8 7 4 1 7 7 4 2 7 3 8 5 0 2 1 4 8 4 2 9 2 2 5 5 0 7 4 6 0 1 1 8 8 6 0 4 1 6 4 9 1 1 7 7 7 8 4 6 2 5 5 8 0 0 0 7 7 9 9 3 7 1 4 2 6 1 7 5 3 6 1 9 1 1

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 5 0 0 0 9 0 3 1 5 7 3 1 1

6 4 0 0 6 5 9 4 4 0 3 4 0 7 7 5 7 9 3 2 7 0 7 5 4 8 5 1 7 1 1

9 9 4 . 2 . 8 4 0 1 1 1

1 1 0 1 0 2

8 7 0 6 3 1 1 5 8 2 0 5 0 6 9 7 8 1 2 4 0 0 4 2 2 7 3 4 3 8 5 7 8 6 2 9 2 6 3 4 8 5 7 9 4 0 9 9 4 6 8 1 7 7 5 3 9 4 5 7 0 0 0 3 3 6 3 4 1 2 1 4 3 5 5 7 7 1 9 3 1 1 1

0 0 0 0 0 5 5 3 2 3 2 6

0 0 0 0 5 0 0 0 9 0 3 1 5 7 3 1 1

1 4 0 0 5 5 1 1 5 4 5 9 3 4 3 1 8 0 4 4 0 8 0 4 4 7 2 2 6 1 1

3 2 3 . 7 . 8 7 9 9

s g n i w o r r o b m r e t g n o l f o s e i t i r u t a m t n e r r u c d n a s g n i w o r r o b k n a b

m r e t t r o 0 0 0 8 6 0 0 4 6 1 8 5 h 9 3 7 1 8 1 5 5 7 6 0 0 0 9 9 1 9 0 0 2 6 0 2 5 1 1 3 2 6 3 0 5 4 5 2 1 6 7 0 0 5 0 6 5 2 5 3 3 2 2 3 1 . . - 7 1 3 1 7 1 8 1 1 0 4 4 9 6 7 4 5 2 0 5 0 0 9 4 2 8 1 4 1 4 s 1 8 6 8 8 4 1 1 0 1 7 8 5 7 5 4 0 7 6 5 3 0 3 1 3 2 7 8 4 9 9 g 1 5 1 8 3 1 1 1 1 5 5 7 8 7 5 7 3 6 2 3 5 2 2 3 n 0 1 i 1 2 6 1 1 1 6 1 1 2 d u l . c s ) ) x s 2 1 ( ( e e d r ) n g 7 a o r 1 ) e p 6 2 u 3 2 n d i ) + 4 9 d 6 1 3 5 ( n k + a r ) 7 s — s o l 2 2 3 o ) e d w 3 5 o c T - + e t ( r M l ) 1 5 l u u e a 2 r t % 3 a o ( e s s e e ( - ( t c i o t t y t i s c 9 d c t e p o i a a t e n n p i 0 0 ) s L s 3 e r c h 2 a a s o a s a l i T h l e s ) i e p : p 2 t c : + y s s a l l & n C c A a t s a t a s 8 l o d s M 0 0 a r b n t 2 l e s s r u 2 u 2 i s e ) g n p s ( S e 3 p o r i i l o 5 t a S a n l e 5 e g a r t k v e c i n r s n m m r d i t r ( m o o e C m s o b n b n d a s 5 i o o r r a i t u a a o m u e l e a a r u h r t i + k i t t d i e p s d h h e G p t L u u r t n t b n i o t u 4 4 c c l y e n p l d n a S c n p t o 5 o I l n c , i a a 4 t S r a y & & C ( i i l l l o n e i a n I ( s u o m i r s l W s l w t h k M e r d s r o o a o m i e a 5 d m a 5 c 5 s t a e a t i h n e l s r w r t r a r a r m t t v t t a a t i P P g p t r o n s p p p s O O O o a h e e t c c o a u a o o e r n m a A r a n o a t o e a i n o 2 r m a A r a 2 a 2 o t o u r T N C F W R S M S C L O T C P T N G I A F D U C N P P A F D U C N P C N P i n d u s l c e n o I D 1 2 3 4 5 6 7 8 9 0 1 2 3 4 5 6 7 8 9 0 1 4 4 4 4 4 4 4 4 4 5 5 5 5 5 5 5 5 5 5 6 6 ) ) 1 2 ( (





68th Annual General Meeting Friday, 28th September 2012 at 11.00 a.m. At Udyogamandal Club, Eloor, Udyogamandal. Attendance Slip Members or their proxies are requested to present this form for admission, duly signed in accordance with their specimen signature registered with the Company. Duplicate slip will not be issued at the entrance to the meeting hall. Name of the shareholder........................................................... Reg. Folio No............................................................................. No. of shares held...................................................................... Whether member or proxy

Member

Proxy

I/We hereby record my/our attendance at the 68th Annual General Meeting being held on 28th September 2012 and / or at any adjournment thereof. Signature of the Shareholder or Proxy

PROXY FORM THE FERTILISERS AND CHEMICALS TRAVANCORE LIMITED Regd. Office : Eloor, Udyogamandal, Kochi I / We..................................................................in the district of.................................being a member of the above named Company (Folio No...............) hereby appoint Mr..................................................... in the district of..........................................................as my / our Proxy to vote for me / us on my / our behalf at the 68th Annual General Meeting of the Company to be held on Friday the 28th September 2012 at 11.00 a.m. at Udyogamandal Club at Eloor, Udyogamandal and at any adjournment thereof. Signed this................................................day of.........................................................................2012 FULL NAME..........................................................................FOLIO NO.......................................

FOR OFFICE USE ONLY No. of Shares Proxy No.

Affix 30 paise Revenue Stamp

IMPORTANT 1.

Revenue stamp of 30 paise is to be affixed on this form.

2.

The form should be signed across the stamp as per specimen signature registered with the Company.

3.

The Companies Act, 1956 lays down that an instrument appointing a proxy filled in all respects shall be deposited at the Registered Office of the Company not less than Forty Eight Hours before the time fixed for holding the meeting.

4. A proxy need not be a member.



The Comments of the Comptroller and Auditor General of India under Section 619 (4) of the Companies Act, 1956 on the accounts for the year ended 31st March, 2012 will be forwarded separately


Fact

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